<PAGE>   1

                                    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 March 31, 2001.

[ ] 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, WD18 8XH, England
                     --------------------------------------
                      Address of principal executive office

                               011 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                                                            No X
          ---                                                           ---

<PAGE>   2


                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A LIMITED PARTNERSHIP)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           Unaudited
                                                                                            March 31,     December 31,
                                                                                                 2001            2000
                                                                                                 ----            ----
<S>                                                                                      <C>             <C>
ASSETS
Investment in cable television and telecommunications properties
(net of  accumulated depreciation and amortization of  $45,912,849  and $37,994,401 at
March 31, 2001  and December 31, 2000, respectively)                                     $ 59,618,131    $ 70,066,182

 Other assets                                                                                 238,343         300,080
                                                                                         ----------------------------
 Total assets                                                                            $ 59,856,474    $ 70,366,262
                                                                                         ----------------------------
 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
 Current Liabilities
 Accounts payable to affiliates and related parties                                      $ 53,582,198    $ 32,690,227
 Accrued liabilities                                                                          375,125         362,125
 Current installments on loan facility                                                             --       7,206,138
                                                                                         ----------------------------
 Total current liabilities                                                                 53,957,323      40,258,490
  Long-term debt                                                                                   --      14,412,275
                                                                                         ----------------------------
  Total liabilities                                                                        53,957,323      54,670,765
                                                                                         ----------------------------

  MINORITY INTERESTS                                                                        2,405,701       5,645,599

  PARTNERS' CAPITAL (DEFICIT)
  General Partner-
    Contributed capital                                                                         1,000           1,000
    Accumulated deficit                                                                      (454,582)       (391,799)
                                                                                         ----------------------------
                                                                                             (453,582)       (390,799)
  Limited Partners-
    Net contributed capital (56,935 units outstanding at
      March 31, 2001 and December 31, 2000 respectively)                                   48,817,997      48,817,997
  Accumulated deficit                                                                     (44,722,477)    (38,506,948)
                                                                                         ----------------------------
                                                                                            4,095,520      10,311,049

                                                                                         ----------------------------
Accumulated comprehensive (loss) income                                                      (148,488)        129,648
                                                                                         ----------------------------
Total partners' capital                                                                     3,493,450      10,049,898
                                                                                         ----------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                  $ 59,856,474    $ 70,366,262
                                                                                         ----------------------------
</TABLE>

   Note: The balance sheet at December 31, 2000 has been derived from audited
                        financial statements at that date

                             See accompanying notes

<PAGE>   3



                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A LIMITED PARTNERSHIP)

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                         For the three months ended
                                                                                  March 31,
                                                                                  ---------
                                                                             2001           2000
                                                                             ----           ----
<S>                                                                     <C>            <C>
REVENUES                                                                $ 7,023,325    $ 7,135,542

COSTS AND EXPENSES
  Cost of revenue                                                        (3,166,926)    (2,852,464)
  Selling, general and administrative                                       (35,494)       (61,714)
  Management fees and allocated
    overhead from the General Partner                                    (3,323,273)    (2,649,062)
  Depreciation and amortization                                          (9,298,580)    (1,209,139)
                                                                        --------------------------
OPERATING (LOSS) INCOME                                                  (8,800,948)       363,163


OTHER INCOME (EXPENSE)

   Interest expense (interest payable to related parties  amounted to
   $290,993 and $264,069 in 2001 and 2000, respectively)                   (556,213)      (842,920)
  Other                                                                     (21,995)       (24,057)
                                                                        --------------------------
LOSS BEFORE MINORITY INTERESTS                                             (578,208)      (503,814)
  Minority interests                                                      3,100,844        133,660
                                                                        --------------------------
NET LOSS                                                                $(6,278,312)   $  (370,154)
                                                                        --------------------------
ALLOCATION OF NET LOSS
  General Partner                                                       $   (62,783)   $    (3,702)
  Limited Partners                                                      $(6,215,529)   $  (366,452)
                                                                        --------------------------
 NET LOSS                                                               $(6,278,312)   $  (370,154)
                                                                        ==========================

NET LOSS PER LIMITED
  PARTNERSHIP UNIT                                                      $   (109.17)   $     (6.44)
                                                                        ==========================

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

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                              For the three months ended
                                                      March 31,
                                                      ---------
                                                 2001           2000
                                                 ----           ----
<S>                                          <C>            <C>
NET LOSS                                     $(6,278,312)   $  (370,154)
  Foreign currency translation adjustments      (279,136)      (198,801)
                                             --------------------------
COMPREHENSIVE LOSS                           $(6,557,448)   $  (568,955)
                                             --------------------------
</TABLE>

                             See accompanying notes

<PAGE>   4



                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

                             (A LIMITED PARTNERSHIP)

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                   For the three months ended
                                                                                            March 31,
                                                                                            ---------
                                                                                      2001            2000
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                        $ (6,278,312)   $   (370,154)
Adjustments to reconcile net loss to net cash generated by operating activities
  Minority interests                                                                (3,100,844)       (133,660)
  Depreciation and amortization                                                      9,298,580       1,209,139

Change in operating assets and liabilities
  Decrease in prepaid expenses and other assets                                         53,244          55,307
  Increase in accounts payable to affiliates and related parties                    22,245,749       2,307,194
  Decrease in trade accounts payable and accrued liabilities                            13,000          13,000
                                                                                  ----------------------------
     Net cash generated in operating activities                                     22,231,417       3,080,826

CASH FLOWS FROM INVESTING ACTIVITIES
  Construction payments for cable television/telephony system                       (1,006,242)     (1,698,476)

CASH FLOWS FROM FINANCING ACTIVITIES
  Decrease in loans                                                                (21,225,175)     (1,392,900)
  Principal payments under capital leases                                                   --         (15,705)
                                                                                  ----------------------------
      Net cash used in financing activities                                        (21,225,175)     (1,408,605)
                                                                                  ----------------------------
Decrease in cash and cash equivalents before exchange rate changes                          --         (26,255)
Effect of currency exchange rate changes on cash                                            --          (3,352)
                                                                                  ----------------------------
Net decrease in cash and cash equivalents                                                   --         (29,607)
Cash and cash equivalents, beginning of period                                              --         273,189
                                                                                  ----------------------------
Cash and cash equivalents, end of period                                                    --    $    243,582
                                                                                  ----------------------------

SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid                                                                     $    265,220    $    586,816
</TABLE>

                             See accompanying notes



<PAGE>   5


                  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, 2000. 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 March 31, 2001 and its results of operations and
cash flows for the three month periods ended March 31, 2001 and 2000. 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 ntl (South Hertfordshire) Limited (formerly 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 March 31, 2001, there were approximately 94,000 homes in the
franchise area, of which 91,479 had been passed by the South Herts System.

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

      ntl (CWC) Limited, 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 & Wireless plc ("C&W"), NTL Incorporated ("NTL")
and Cable & Wireless Communications plc ("C&W Comms") announced:

(a)   the proposed separation of C&W Comms into its corporate, business,
      Internet protocol and wholesale operations ("CWC DataCo") and its
      residential cable, business cable, indirect residential telephony,
      residential Internet and digital television development and services
      businesses ("CWC ConsumerCo"), (which includes the Company);

(b)   the proposed indirect acquisition by C&W of the 47 per cent interest in
      CWC DataCo which is not currently attributable to it (thereby achieving
      100 per cent ownership of CWC DataCo); and

(c)   the proposed indirect acquisition by NTL of CWC ConsumerCo (together with
      the proposed separation of C&W Comms and the C&W acquisition, the
      "Transaction").

      Following the approval of shareholders, bondholders and the competition
authorities the Transaction completed on May 30, 2000, at which date ntl
Incorporated acquired CWC ConsumerCo, which subsequently changed its trading
name to ntl (CWC) Limited.

<PAGE>   6


(3)   TRANSACTIONS WITH AFFILIATED ENTITIES

      An affiliate of the General Partner is 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 has been 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 March 31, 2001 and 2000 were $371,270 and $419,071
respectively. These amounts were expensed in the Unaudited Consolidated
Statements of Operations for each period.

      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 March 31, 2001 and 2000, reimbursements made by the Company and the
Partnership to the General Partner or its affiliates for any allocable direct
and indirect expenses totaled $3,323,273 and $2,223,991 respectively.

      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 March 31, 2001 and 2000,
interest on deferred fees of $266,395 and $239,478 respectively was charged by
an affiliate of the General Partner, and interest on advances of $24,598 and
$24,591 respectively was charged by the General Partner.

(4)   FINANCINGS

      On April 18, 1995 the Company entered into an agreement with two major
banks to provide a Pound Sterling 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 Sterling 5,000,000 was canceled and the
facility reduced to Pound Sterling 20,000,000.

      The outstanding facility of Pound Sterling 14,475,000 and interest was
repaid in full with funding from NTL on February 21, 2001. NTL has agreed to
provide ongoing financial support, as required, to enable the Company to
continue its operations for the foreseeable future.

<PAGE>   7

                  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 March 31, 2001 the
Partnership had current liabilities of $1,910,597 most of which were payable to
the General Partner. Accordingly, until such time as the Company begins to pay
dividends on its ordinary shares (which is not expected in the foreseeable
future) the Partnership will be required to fund its administrative expenses by
additional issuances of limited Partnership interests or from borrowings.

      The Company. On April 18, 1995 the Company entered into an agreement with
two major banks to provide a Pound Sterling 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 Sterling 5,000,000 was canceled and the
facility reduced to Pound Sterling 20,000,000.

      The outstanding facility of Pound Sterling 14,475,000 and interest was
repaid in full with funding from NTL on February 21, 2001. NTL has agreed to
provide ongoing financial support, as required, to enable the Company to
continue its operations for the foreseeable future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The functional currency of the Company is UK pounds sterling and all
revenue and significantly all costs are incurred in UK pounds sterling. The
South Herts Credit Agreement was repaid in full with interest free funding from
NTL on February 21, 2001 which eliminates all interest rate risk to the Company.

RESULTS OF OPERATIONS

      Revenues of the Partnership fell by $112,217 for the three months ended
March 31, 2001, from $7,135,542 over the corresponding period in 2000 to
$7,023,325 in 2001. In sterling terms revenue increased by 8 per cent, however,
this has been completely offset by exchange rate movements. The three-month
average exchange rate has declined from $1.6038 in 2000 to $1.4663 in 2001. The
South Herts System served approximately 27,562 cable television customers and
34,021 residential telephony lines at March 31, 2001 as compared to
approximately 24,547 basic cable television customers and 30,773 residential
telephony lines at March 31, 2000. At March 31, 2001, the Company served
approximately 14,163 digital customers which compares to 4,892 digital customers
at March 31, 2000.

      Operating expenses increased $314,462 for the three months ended March 31,
2001, from $2,852,464 over the corresponding period in 2000 to $3,166,926 in
2001. The overall increase resulted from the continuing pressure on costs
experienced by the ntl (CWC) Limited Group.

      Selling, general and administrative expenses reduced $26,220 for the three
months ended March 31, 2001, from $61,714 over the corresponding period in 2000
to $35,494 in 2001.

      Management fees and allocated overhead from the General Partner increased
by $674,211 for the three months ended March 31, 2001, from $2,649,062 over the
corresponding period in 2000 to $3,323,273 in 2001. Extra costs have been
incurred due to the rollout of digital services in the South Herts franchise
area.

      Depreciation and amortization expense increased $8,089,441 for the three
months ended March 31, 2001, from $1,209,139 over the corresponding period in
2000 to $9,298,580 in 2001. The significant increase in depreciation

<PAGE>   8

compared to the same period in 2000 is due to asset lives being shortened on the
Company assets to bring the asset lives in line with those adopted by NTL.

      Interest expense decreased by $286,707 for the three months ended March
31, 2001, from $842,920 over the corresponding period in 2000 to $556,213 in
2001. The decrease was due to the repayment of principal on the loan and a
reduction in UK interest rates.

      The net loss increased by $5,908,158 for the three months ended March 31,
2001, from a loss of $370,154 over the corresponding period in 2000 to a loss of
$6,278,312 in 2001. The increases in net loss are due to the additional costs
incurred by the Company following the rollout of digital services in the South
Herts franchise area in January 2000, and the Company reducing its prices to
maintain its position in the competitive environment in which it operates.


<PAGE>   9


                           PART II. OTHER INFORMATION


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

      a)          Exhibits

                  None

      b)          Reports on Form 8-K

                  None




                                   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 M Mackenzie
                                               --------------------------------
                                                Robert M Mackenzie
                                                Director
                                                14 May, 2001.