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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q

(Mark One)



|þ |  | Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2003.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------
| 
|o |  | 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

|                              |  |                                
|----------------------------- |  | -------------------------------
|ColoradoState of organization |  | 84-1145140I.R.S. employer I.D.#

NTL House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP, EnglandAddress of principal executive office

011 44 1256 752000Registrant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 o  No þ

Indicate by check
mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act) Yes o  No þ

The number of limited
partnership units of the registrant outstanding as of March 31,
2003 was 56,935.



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TABLE OF CONTENTS



|                                      |                                                                                               |                                                                                                                      |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION        
|                                      | Item 1. Financial Statements                                                                 
|                                      |                                                                                               | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2003  and December 31, 2002                         
|                                      |                                                                                               | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002        
|                                      |                                                                                               | Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2003 and 2002
|                                      |                                                                                               | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002        
|                                      |                                                                                               | Notes to Unaudited Condensed Consolidated Financial Statements                                                      
|                                      | Item 2: Managements Discussion and Analysis of Financial Condition and Results Of Operations
|                                      | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                      | Item 4. Controls and procedures                                                              
|                                      | Risk Factors                                                                                 
|PART II. OTHER INFORMATION           
|                                      | Item 6. Exhibits and Reports on Form 8-K.                                                    
|                                      | SIGNATURES                                                                                   
|EX-99.1: CERTIFICATION OF CEO AND CFO



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|------- |  | --------------------- |  | ---------------------------------------------------------- |  | ----------------------------------------------------------------- | -- |  | ----- | ------ |  | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       | Page   | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       | Number | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        | 
|PART I  |  | FINANCIAL INFORMATION |  |                                                            |  |                                                                   |    | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Item 1                |  | Financial Statements                                       |  |                                                                   |    | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  |                       |  |                                                            |  | Unaudited Condensed Consolidated Balance Sheets as of             |    |  |       |       
|        |  |                       |  |                                                            |  | March 31, 2003  and December 31, 2002                             |    |  | 3     |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  |                       |  |                                                            |  | Unaudited Condensed Consolidated Statements of Operations         |    |  |       |       
|        |  |                       |  |                                                            |  | for the Three Months Ended March 31, 2003 and 2002                |    |  | 4     |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  |                       |  |                                                            |  | Unaudited Condensed Consolidated Statements of Comprehensive Loss |    |  |       |       
|        |  |                       |  |                                                            |  | for the Three Months Ended March 31, 2003 and 2002                |    |  | 4     |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  |                       |  |                                                            |  | Unaudited Condensed Consolidated Statements of Cash Flows for the |    |  |       |       
|        |  |                       |  |                                                            |  | Three Months Ended March 31, 2003 and 2002                        |    |  | 5     |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  |                       |  |                                                            |  | Notes to Unaudited Condensed Consolidated Financial Statements    |    |  | 6-10  |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Item 2                |  | Management's Discussion and Analysis of                    |  |                                                                   |    | 
|        |  |                       |  |                                                            |  | Financial Condition and Results of Operations                     |    |  | 11-16 |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Item 3                |  | Quantitative and Qualitative Disclosures About Market Risk |  |                                                                   | 16 | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Item 4                |  | Controls and Procedures                                    |  |                                                                   | 16 | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Risk Factors          |  |                                                            |  |                                                                   |    |  | 17    |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|PART II |  | OTHER INFORMATION     |  |                                                            |  |                                                                   |    | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | Item 6                |  | Exhibits and Reports on Form 8-K                           |  |                                                                   | 24 | 
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 
|        |  | SIGNATURES            |  |                                                            |  |                                                                   |    |  | 24    |       
|        |  |                       |  |                                                            |  |                                                                   |    |  |       |        |  | 





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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                      |  |             |             |   |              |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | - | ------------ | - | ----------- | -
|                                                                                                                                                                      |  | March 31,   |             |   | December 31, |  
|                                                                                                                                                                      |  | 2003        |             |   | 2002         |  
|                                                                                                                                                                      |  |             |             |   |              |  
|                                                                                                                                                                      |  | (unaudited) |             |   | (see note)   |  
|ASSETS                                                                                                                                                                |  |             |             |   |              |   |             |  
|Plant, property and equipment (net of accumulated depreciation and amortization of
$66,123,127 and $65,341,704 at March 31, 2003 and December 31, 2002,
respectively) |  | $           | 56,209,738  |   |              | $ | 58,877,094  |  
|Other assets                                                                                                                                                          |  |             | 71,055      |   |              |   | 96,570      |  
|                                                                                                                                                                      |  |             |             |   |              |  
|TOTAL ASSETS                                                                                                                                                          |  | $           | 56,280,793  |   |              | $ | 58,973,664  |  
|                                                                                                                                                                      |  |             |             |   |              |  
|LIABILITIES AND PARTNERS (DEFICIT)                                                                                                                                   |  |             |             |   |              |   |             |  
|Current Liabilities                                                                                                                                                   |  |             |             |   |              |   |             |  
|Accounts payable to affiliates and related parties                                                                                                                    |  | $           | 60,545,101  |   |              | $ | 62,691,338  |  
|                                                                                                                                                                      |  |             |             |   |              |  
|Total liabilities                                                                                                                                                     |  |             | 60,545,101  |   |              |   | 62,691,338  |  
|                                                                                                                                                                     
|COMMITMENTS AND CONTINGENCIES                                                                                                                                         |  |             |             |   |              |   |             |  
|                                                                                                                                                                     
|PARTNERS CAPITAL (DEFICIT)                                                                                                                                           |  |             |             |   |              |   |             |  
|General Partner-                                                                                                                                                      |  |             |             |   |              |   |             |  
|Contributed capital                                                                                                                                                   |  |             | 1,000       |   |              |   | 1,000       |  
|Accumulated deficit                                                                                                                                                   |  |             | (531,216    | ) |              |   | (525,377    | )
|                                                                                                                                                                      |  |             |             |   |              |  
|                                                                                                                                                                      |  |             | (530,216    | ) |              |   | (524,377    | )
|Limited Partners-                                                                                                                                                     |  |             |             |   |              |   |             |  
|Net contributed capital (56,935 units outstanding at March 31, 2003 and
December 31 2002)                                                                             |  |             | 48,817,997  |   |              |   | 48,817,997  |  
|Accumulated deficit                                                                                                                                                   |  |             | (52,309,226 | ) |              |   | (51,731,154 | )
|                                                                                                                                                                      |  |             |             |   |              |  
|                                                                                                                                                                      |  |             | (3,491,229  | ) |              |   | (2,913,157  | )
|Accumulated comprehensive loss                                                                                                                                        |  |             | (242,863    | ) |              |   | (280,140    | )
|                                                                                                                                                                      |  |             |             |   |              |  
|Total partners deficit                                                                                                                                               |  |             | (4,264,308  | ) |              |   | (3,717,674  | )
|                                                                                                                                                                      |  |             |             |   |              |  
|TOTAL
LIABILITIES AND PARTNERS (DEFICIT)                                                                                                                             |  | $           | 56,280,793  |   |              | $ | 58,973,664  |  
|                                                                                                                                                                      |  |             |             |   |              |  



| |  | Note: The balance sheet at December 31, 2002 has been derived from audited financial statements at that date.
| |  | -------------------------------------------------------------------------------------------------------------

See accompanying notes

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                               |                                                                                                                                                           |   |                            |            |   |      |           |            |  
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------- | ---------- | - | ---- | --------- | ---------- | -
|                                               |                                                                                                                                                           |   | For the three months ended |           
|                                               |                                                                                                                                                           |   | March 31,                  |           
|                                               |                                                                                                                                                           |   |                            |           
|                                               |                                                                                                                                                           |   | 2003                       |            |   | 2002 |          
|                                               |                                                                                                                                                           |   |                            |            |   |      |          
|REVENUES                                       |                                                                                                                                                           | $ | 7,842,694                  |            |   | $    | 7,198,950 |           
|                                              
|
|COSTS AND EXPENSES                             |                                                                                                                                                           |   |                            |            |   |      |           |           
|                                               | Cost of goods sold (exclusive of items shown separately below)                                                                                            |   |                            | (2,710,172 | ) |      |           | (2,920,433 | )
|                                               | Selling, general and administrative                                                                                                                       |   |                            | (18,250    | ) |      |           | (69,306    | )
|                                               | Management fees and allocated overhead from the General Partner                                                                                           |   |                            | (3,226,844 | ) |      |           | (2,886,734 | )
|                                               | Depreciation                                                                                                                                              |   |                            | (2,044,130 | ) |      |           | (1,825,099 | )
|                                               |                                                                                                                                                           |   |                            |            |   |     
|OPERATING LOSS                                 |                                                                                                                                                           |   | (156,702                   | )          |   |      | (502,622  | )         
|                                              
|
|OTHER EXPENSES                                 |                                                                                                                                                           |   |                            |            |   |      |           |           
|                                               | Interest expense (interest payable to related parties amounted to
$433,872 and $334,783 for the three months ended March 31, 2003
and 2002, respectively) |   |                            | (457,913   | ) |      |           | (357,557   | )
|                                               | Exchange gains                                                                                                                                            |   |                            | 30,701     |   |      |           | 14,580     |  
|                                               |                                                                                                                                                           |   |                            |            |   |     
|NET LOSS BEFORE MINORITY INTERESTS             |                                                                                                                                                           |   | (583,914                   | )          |   |      | (845,599  | )         
|                                               | Minority interest                                                                                                                                         |   |                            |           |   |      |           | 249,332    |  
|                                               |                                                                                                                                                           |   |                            |            |   |     
|NET LOSS                                       |                                                                                                                                                           | $ | (583,914                   | )          |   | $    | (596,267  | )         
|                                               |                                                                                                                                                           |   |                            |            |   |     
|ALLOCATION OF NET LOSS                         |                                                                                                                                                           |   |                            |            |   |      |           |           
|                                               | General Partner                                                                                                                                           |   | $                          | (5,839     | ) |      | $         | (5,963     | )
|                                               | Limited Partners                                                                                                                                          |   |                            | (578,075   | ) |      |           | (590,304   | )
|                                               |                                                                                                                                                           |   |                            |            |   |     
|NET LOSS                                       |                                                                                                                                                           | $ | (583,914                   | )          |   | $    | (596,267  | )         
|                                               |                                                                                                                                                           |   |                            |            |   |     
|NET LOSS PER LIMITED PARTNERSHIP UNIT          |                                                                                                                                                           | $ | (10.15                     | )          |   | $    | (10.37    | )         
|                                               |                                                                                                                                                           |   |                            |            |   |     
|WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP |                                                                                                                                                           |   |                            |            |   |      |           |           
|                                               | UNITS OUTSTANDING                                                                                                                                         |   |                            | 56,935     |   |      |           | 56,935     |  
|                                               |                                                                                                                                                           |   |                            |            |   |     




UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

|                   |                                          |   |                            |        |  |      |          |         |  
|------------------ | ---------------------------------------- | - | -------------------------- | ------ |  | ---- | -------- | ------- | -
|                   |                                          |   | For the three months ended |       
|                   |                                          |   | March 31,                  |       
|                   |                                          |   |                            |       
|                   |                                          |   | 2003                       |        |  | 2002 |         
|                   |                                          |   |                            |        |  |      |         
|NET LOSS           |                                          | $ | (583,914                   | )      |  | $    | (596,267 | )      
|                   | Foreign currency translation adjustments |   |                            | 37,277 |  |      |          | (52,089 | )
|                   |                                          |   |                            |        |  |     
|COMPREHENSIVE LOSS |                                          | $ | (546,637                   | )      |  | $    | (648,356 | )      
|                   |                                          |   |                            |        |  |     

See accompanying notes

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                               |                                                             |                                           |   |                            |          |   |      |           |          |  
|------------------------------------------------------------------------------ | ----------------------------------------------------------- | ----------------------------------------- | - | -------------------------- | -------- | - | ---- | --------- | -------- | -
|                                                                               |                                                             |                                           |   | For the three months ended |         
|                                                                               |                                                             |                                           |   | March 31,                  |         
|                                                                               |                                                             |                                           |   |                            |         
|                                                                               |                                                             |                                           |   | 2003                       |          |   | 2002 |          
|                                                                               |                                                             |                                           |   |                            |          |   |      |          
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |                                                             |                                           |   |                            |          |   |      |          
|                                                                               | Net loss                                                    |                                           | $ | (583,914                   | )        |   | $    | (596,267  | )       
|Adjustments to reconcile net loss to net cash provided by operating
activities |                                                             |                                           |   |                            |          |   |      |          
|                                                                               | Minority interests                                          |                                           |   |                           |          |   |      | (249,332  | )       
|                                                                               | Depreciation                                                |                                           |   | 2,044,130                  |          |   |      | 1,825,099 |         
|Change in operating assets and liabilities                                     |                                                             |                                           |   |                            |          |   |      |          
|                                                                               | Decrease in prepaid expenses and other assets               |                                           |   | 24,041                     |          |   |      | 52,639    |         
|                                                                               | Decrease in accrued liabilities                             |                                           |   | (1,024,859                 | )        |   |      | (327,914  | )       
|                                                                               |                                                             |                                           |   |                            |          |  
|                                                                               |                                                             | Net cash provided by operating activities |   |                            | 459,398  |   |      |           | 704,225  |  
|                                                                               |                                                             |                                           |   |                            |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                           |                                                             |                                           |   |                            |          |   |      |          
|                                                                               | Construction payments for cable television/telephony system |                                           |   | (459,398                   | )        |   |      | (704,225  | )       
|                                                                               |                                                             |                                           |   |                            |          |  
|                                                                               |                                                             | Net cash used in investing activities     |   |                            | (459,398 | ) |      |           | (704,225 | )
|                                                                               |                                                             |                                           |   |                            |          |  
|Decrease in cash and cash equivalents                                          |                                                             |                                           |  |                            |          |   |     |          
|Cash and cash equivalents, beginning of period                                 |                                                             |                                           |  |                            |          |   |     |          
|                                                                               |                                                             |                                           |   |                            |          |  
|Cash and cash equivalents, end of period                                       |                                                             | $                                         |  |                            |          | $ |     |          
|                                                                               |                                                             |                                           |   |                            |          |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES                                             |                                                             |                                           |   |                            |          |   |      |          
|Interest paid                                                                  |                                                             | $                                         |  |                            |          | $ |     |          
|                                                                               |                                                             |                                           |   |                            |          |  

See accompanying notes

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003




NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
the South Hertfordshire United Kingdom Fund, Ltd. (the Partnership) have been
prepared in accordance with US generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included.  Results of operations
for the period ended March 31, 2003 are not necessarily indicative of results
to be expected for the full year ending December 31, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnerships Annual Report on Form 10-K for the year
ended December 31,2002.

South Hertfordshire
United Kingdom Fund, Ltd (the Partnership) is a
limited partnership which holds 66.7% of the shares of ntl (South
Hertfordshire) Limited (NTL South Herts or the Company) principally engaged
in the development, construction, management and operation of broadband
communications networks for telephone, cable television and Internet services
in the United Kingdom (UK). As a result of the Partnerships ownership of
66.7% of the shares of ntl (South Hertfordshire) Limited (NTL South
Herts or the Company), for accounting purposes the Company has been
consolidated with the Partnerships operations. NTL South Herts is 33.3%
subsidiary of NTL Incorporated. NTL South Herts is reliant on the support of
NTL Incorporated, the ultimate parent company of the General Partner, to
continue its operations as a going concern. Throughout this report, NTL
Incorporated together with its consolidated subsidiaries are referred to as
NTL.

2   NTLs Completed Restructuring

On May 8, 2002, NTL Incorporated (then known as NTL Communications Corp.),
the ultimate parent of our General Partner, NTL Europe, Inc. (then known as NTL
Incorporated and the former parent company of NTL Communications Corp.) and certain of their subsidiaries filed a pre-arranged joint
reorganization plan under Chapter 11 of the US Bankruptcy Code. We were not
included in the Chapter 11 filing, nor was our operating subsidiary or the
other operating subsidiaries of NTL Incorporated and NTL Europe, Inc. The Plan
became effective on January 10, 2003, at which time NTL Incorporated, the
indirect parent company of our General Partner, emerged from Chapter 11
reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets and the ultimate parent company of our General
Partner. Prior to consummation of the Plan, NTL Incorporated was a wholly-owned
subsidiary of the entity then known as NTL Incorporated, which, pursuant to the
Plan, was renamed NTL Europe, Inc. and which became the holding company for
the former NTL groups continental European and certain other assets.

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of the
former ultimate parent company of our General Partner, then known as NTL
Incorporated (now NTL Europe, Inc.) and its subsidiaries to access those
markets as well as its ability to obtain financing from its bank lenders and
equipment suppliers became severely restricted. In addition, the former NTL
Incorporated and its subsidiaries had no further funds available, or were
unable to draw upon funds under its credit facilities. As a result of these
factors, together with its substantial leverage, on January 31, 2002, the
former NTL Incorporated announced that it had appointed professional advisors
to advise on strategic and recapitalization alternatives to strengthen its
balance sheet, reduce debt and put an appropriate capital structure in place
for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, the former NTL Incorporated commenced
negotiations with a steering committee of the unofficial committee of its
bondholders and the committees legal and financial advisors.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

The former NTL Incorporated and its subsidiaries failed to make interest
payments on some of the outstanding notes starting on April 1, 2002. It also
failed to declare or pay dividends on certain series of its outstanding
preferred stock, due to a lack of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, the former NTL
Incorporated and certain of its subsidiaries, including the current ultimate
parent company of our General Partner, then known as NTL Communications Corp
(now NTL Incorporated) (collectively, the Debtors) filed cases and a
pre-arranged joint reorganization plan under Chapter 11 of the US Bankruptcy
Code. In connection with the filing, some members of the unofficial creditors
committee of bondholders entered into a credit facility agreement, referred to
in this annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware, Inc committed to provide up to an additional $130 million under the DIP
facility).

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by the Debtors on May 8, 2002, there was an event of default under
all of the former NTL Incorporated and its subsidiaries credit facilities and
the indentures governing all of their publicly traded debt, other than debt of
NTL (Triangle) LLC.

The Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, the former NTL Incorporated negotiated with a group of
lenders to enter into a new financing arrangement to repay the DIP facility, to
repay certain obligations and to provide liquidity to NTL. The Plan became
effective on January 10, 2003 (referred to as the Effective Date), at which
time the Debtors emerged from Chapter 11 reorganization. In connection with the
Debtors emergence from Chapter 11 reorganization, the current NTL Incorporated
and certain of its subsidiaries issued $558.249 million aggregate principal
face amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January
10, 2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of
the current NTL Incorporateds common stock on that date. The gross proceeds
from the sale of the Exit Notes and such shares totaled $500 million. The
proceeds were used in part to repay all amounts outstanding under the DIP facility
(which was repaid on the Effective Date) and to purchase from NTL Delaware, Inc
a £90 million note of NTL (UK) Group Inc. and to repay certain other
obligations. Also on January 10, 2003, NTL Incorporated and its lending banks
amended its existing credit facilities.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

3   Recent Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaces
Emerging Issues Task Force Issue No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a
liability for costs associated with an exit or disposal activity is recognized
when the liability is incurred. Under Issue No. 94-3, a liability for an exit
cost as defined is recognized at the date of a commitment to an exit or
disposal plan. SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of this standard did not
have a significant effect on the results of operations, financial condition or
cash flows of the Partnership.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for the Partnership on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The adoption of this standard did not have a
significant effect on the results of operations, financial condition or cash
flows of the Partnership.

4   Investment in subsidiary

South Hertfordshire United Kingdom Fund, Ltd (the Partnership) is a
limited partnership which holds 66.7% of the shares of ntl (South
Hertfordshire) Limited (NTL South Herts or the Company) principally engaged
in the development, construction, management and operation of broadband
communications networks for telephone, cable television and Internet services
in the United Kingdom (UK).

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).

The Company is owned
66.7% by the Partnership and 33.3% by
NTL (B) Limited. The General Partner is an indirect wholly owned subsidiary
of NTL Incorporated. The General Partner provides consulting services to the Partnership and
may delegate some or all of the consulting services to NTL
Incorporated or to other affiliates.

NTL Incorporated, through its subsidiaries and its interest in the Company, serves
approximately 2.7 million residential cable television, internet and telephony
customers as at March 31, 2003.

8



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

5   Transactions with affiliated parties

Consulting and Management Fees

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 per cent of construction costs. Since completion of
construction of each portion of the system, the consulting fee for the
completed portion has been 5 per cent of the gross revenues, excluding revenues
from the sale 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, 2003 and 2002 were $392,134 and $359,947,
respectively. These amounts were expensed in the Unaudited Condensed
Consolidated Statements of Operations for each period.

Distribution Ratios and Reimbursement

Any Partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners
and 1 percent to the General Partner. Any distributions other than interest
income on limited partner subscriptions earned prior to the acquisition of the
Partnerships first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: 99 percent to the limited partners and 1 percent to the
General Partner until any negative balances in the limited partners capital
accounts are reduced to zero; 100 percent to the General Partner until any
negative balance in its capital account is reduced to zero; 99 percent to the
limited partners and 1 percent to the General Partner until the balance in the
limited partners capital accounts is equal to their adjusted capital
contribution plus a 12 percent return; 100 percent to the General Partner until
the balance in its capital account is equal to its adjusted capital
contribution, and any remaining income or gain shall be allocated 75 percent to
the limited partners and 25 percent to the General Partner.

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 fair and reasonable. During
the three months ended March 31, 2003 and 2002, reimbursements made by the
Company and the Partnership to the General Partner or its affiliates for any
allocable direct and indirect expenses totaled $2,834,710 and $2,512,702,
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 is 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, 2003 and 2002,
interest on deferred fees of $400,689 and $309,777, respectively, was charged
by an affiliate of the General Partner, and interest on advances of $33,183 and
$26,345 respectively, was charged by the General Partner.

9



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

6   Plant, property and equipment

Plant, property and equipment consists of:

|                                             |  |                  |  |   |             |   |             |              |             |   |             |  
|-------------------------------------------- |  | ---------------- |  | - | ----------- | - | ----------- | ------------ | ----------- | - | ----------- | -
|                                             |  | Estimated useful |  |   | March 31,   |   |             | December 31, |            
|                                             |  | life             |  |   | 2003        |   |             | 2002         |            
|                                             |  |                  |  |   |             |   |             |              |            
|Cable network and other electrical equipment |  | 3-40 years       |  | $ | 114,362,780 |   |             | $            | 116,110,470 |  
|Buildings and other equipment                |  | 3-50 years       |  |   | 6,861,658   |   |             |              | 6,978,494   |  
|Construction in progress                     |  |                  |  |   |             |   | 1,108,427   |              |             |   | 1,129,834   |  
|                                             |  |                  |  |   |             |   |             |              |             |  
|                                             |  |                  |  |   |             |   | 122,332,865 |              |             |   | 124,218,798 |  
|Accumulated depreciation                     |  |                  |  |   |             |   | (66,123,127 | )            |             |   | (65,341,704 | )
|                                             |  |                  |  |   |             |   |             |              |             |  
|                                             |  |                  |  |   |             | $ | 56,209,738  |              |             | $ | 58,877,094  |  
|                                             |  |                  |  |   |             |   |             |              |             |  

7   Commitments and contingent liabilities

The Partnership has no significant contractual obligations and commercial commitments as of March 31, 2003.

NTL is involved in
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
Partnership.

8   Comprehensive loss

Comprehensive loss includes net loss as well as other comprehensive loss.
The Partnerships other comprehensive loss consists of changes in cumulative
translation adjustment.

Comprehensive loss for the three month periods ended March 31, 2003 and
2002 was $546,637 and $648,356, respectively.

The components of
accumulated comprehensive loss were as follows as of March
31, 2003, and December 31, 2002.

|                                  |  |           |          |   |              |   |          |  
|--------------------------------- |  | --------- | -------- | - | ------------ | - | -------- | -
|                                  |  | March 31, |          |   | December 31, |  
|                                  |  | 2003      |          |   | 2002         |  
|                                  |  |           |          |   |              |  
|Cumulative translation adjustment |  | $         | (242,863 | ) |              | $ | (280,140 | )
|                                  |  |           |          |   |              |  

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003




Item 2: Managements Discussion and Analysis of Financial Condition and Results Of Operations

Overview

South Hertfordshire United Kingdom Fund, Ltd (the Partnership) is a
limited partnership which holds 66.7% of the shares of ntl (South
Hertfordshire) Limited (NTL South Herts or the Company) principally engaged
in the development, construction, management and operation of broadband
communications networks for telephone, cable television and Internet services
in the United Kingdom (UK). The Company is 33.3% subsidiary of NTL
Incorporated. Throughout this report, NTL Incorporated together with its
consolidated subsidiaries are referred to as NTL.

NTLs Completed Restructuring

On May 8, 2002, NTL Incorporated (then known as NTL Communications Corp.),
the ultimate parent of our General Partner, NTL Europe, Inc. (then known as NTL
Incorporated and the former parent company of NTL Communications Corp.) and certain of their subsidiaries filed a pre-arranged joint
reorganization plan under Chapter 11 of the US Bankruptcy Code. We were not
included in the Chapter 11 filing, nor was our operating subsidiary or the
other operating subsidiaries of NTL Incorporated and NTL Europe, Inc. The Plan
became effective on January 10, 2003, at which time NTL Incorporated, the
indirect parent company of our General Partner, emerged from Chapter 11
reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets and the ultimate parent company of our General
Partner. Prior to consummation of the Plan, NTL Incorporated was a wholly-owned
subsidiary of the entity then known as NTL Incorporated, which, pursuant to the
Plan, was renamed NTL Europe, Inc. and which became the holding company for
the former NTL groups continental European and certain other assets.

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of the
former ultimate parent company of our General Partner, then known as NTL
Incorporated (now NTL Europe, Inc.) and its subsidiaries to access those
markets as well as its ability to obtain financing from its bank lenders and
equipment suppliers became severely restricted. In addition, the former NTL
Incorporated and its subsidiaries had no further funds available, or were
unable to draw upon funds under its credit facilities. As a result of these
factors, together with its substantial leverage, on January 31, 2002, the
former NTL Incorporated announced that it had appointed professional advisors
to advise on strategic and recapitalization alternatives to strengthen its
balance sheet, reduce debt and put an appropriate capital structure in place
for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, the former NTL Incorporated commenced
negotiations with a steering committee of the unofficial committee of its
bondholders and the committees legal and financial advisors.

The former NTL Incorporated and its subsidiaries failed to make interest
payments on some of the outstanding notes starting on April 1, 2002. It also
failed to declare or pay dividends on certain series of its outstanding
preferred stock, due to a lack of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

proposed recapitalization plan, on May 8, 2002, the former NTL
Incorporated and certain of its subsidiaries, including the current ultimate
parent company of our General Partner, then known as NTL Communication (now NTL
Incorporated) (collectively, the Debtors) filed cases and a pre-arranged
joint reorganization plan under Chapter 11 of the US Bankruptcy Code. In
connection with the filing, some members of the unofficial creditors committee
of bondholders entered into a credit facility agreement, referred to in this
annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware committed to provide up to an additional
$130 million under the DIP facility).

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by the Debtors on May 8, 2002, there was an event of default under
all of the former NTL Incorporated and its subsidiaries credit facilities and
the indentures governing all of their publicly traded debt, other than debt of
NTL Triangle.

The Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, the former NTL Incorporated negotiated with a group of
lenders to enter into a new financing arrangement to repay the DIP facility, to
repay certain obligations and to provide liquidity to NTL. The Plan became
effective on January 10, 2003 (referred to as the Effective Date), at which
time the Debtors emerged from Chapter 11 reorganization. In connection with the
Debtors emergence from Chapter 11 reorganization, the current NTL Incorporated
and certain of its subsidiaries issued $558.249 million aggregate principal
face amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January
10, 2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of
the current NTL Incorporateds common stock on that date. The gross proceeds
from the sale of the Exit Notes and such shares totaled $500 million. The
proceeds were used in part to repay all amounts outstanding under the DIP facility
(which was repaid on the Effective Date) and to purchase from NTL Delaware a
£90 million note of NTL (UK) Group Inc. and to repay certain other obligations.
Also on January 10, 2003, NTL Incorporated and its lending banks amended its
existing credit facilities.

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 NTL South Herts in
order to fund the Partnerships proportionate share of the construction costs
of the South Herts System. As of March 31, 2003 the Partnership had current
liabilities of $2,721,124 due to NTL Group companies, and consolidated current
liabilities of $60,545,101 due to NTL Group companies.

Accordingly, until such time as NTL South Herts 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. It is unlikely
that the Partnership will be able to sell debt or equity securities in the
public markets at least in the short term or to obtain financing from
commercial banks. Accordingly, the Partnership is dependent on NTL for funds to
cover operating expenses, and will continue to be dependent upon NTL to meet
its liquidity requirements for the foreseeable future.

12



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

Financing

NTL South Herts

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

The facility was repaid in full with funding from NTL on February 21, 2001.
Thereafter, NTL South Herts is reliant upon the support of NTL to continue its
operations as a going concern.

Condensed Consolidated Statement of Cash Flows

Net cash provided by operating activities amounted to $459,398 and
$704,225 for the three months ended March 31, 2003 and 2002, respectively. Net
cash used in investing activities amounted to $459,398 and $704,225 for the
three months ended March 31, 2003 and 2002, respectively.

Selected Operating Data

The following table sets forth certain data concerning the Partnerships
UK Franchises for the quarters ended March 31 and December 31, 2002

|                                     |  |           |        |   |              |  |        |  
|------------------------------------ |  | --------- | ------ | - | ------------ |  | ------ | -
|                                     |  | March 31, |        |   | December 31, | 
|                                     |  | 2003      |        |   | 2002         | 
|                                     |  |           |        |   |              | 
|Homes passed (1)                     |  |           | 91,903 |   |              |  | 91,749 |  
|Homes marketed (2)                   |  |           | 91,903 |   |              |  | 91,749 |  
|Total customers                      |  |           | 32,132 |   |              |  | 32,018 |  
|Digital Subscribers                  |  |           | 20,751 |   |              |  | 20,681 |  
|Analogue Cable Subscribers           |  |           | 4,716  |   |              |  | 5,023  |  
|Broadband Subscribers                |  |           | 7,182  |   |              |  | 5,741  |  
|Penetration (Homes marketed) (3)     |  |           | 35.0   | % |              |  | 34.9   | %
|Churn (4)                            |  |           | 11.7   | % |              |  | 12.9   | %
|Average monthly revenue per Customer |  |           | £50.76 |   |              |  | £47.11 |  



|1. |  | Homes passed is the number of homes that have had ducting buried outside.                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Homes marketed is the number of homes for which the initial
marketing phase (including door to door direct marketing) has been
completed.     
|3. |  | Penetration rate is calculated by dividing the number of customers by the
number of homes marketed.                                           
|4. |  | Churn is the number of customers not continuing with any of the companys
products expressed as a percentage of the total number of customers.

13



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

Results of Operations for the Three Months Ended March 31, 2003 and 2002

Consolidated financial information for the Company for the three months
ended March 31, 2003 and 2002 is as follows (NM denotes percentage is not
meaningful):

|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |   |  |    |       |  
|--------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------------- | - | ---------- | - |  |  | -------- | - |  | -- | ----- | -
|                                                                |  | Three months ended |            |   |                     |   |            |   |  |  |         
|                                                                |  | March 31,          |            |   | Increase/(Decrease) |  
|                                                                |  |                    |            |   |                     |  
|                                                                |  | 2003               |            |   | 2002                |   |            | $ |  |  | %        |  
|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |  
|Revenues                                                        |  | $                  | 7,842,694  |   |                     | $ | 7,198,950  |   |  |  | 643,744  |   |  |    | 8.9   |  
|Cost of goods sold                                              |  |                    | (2,710,172 | ) |                     |   | (2,920,433 | ) |  |  | (210,261 | ) |  |    | (7.2  | )
|Selling, general and administrative                             |  |                    | (18,250    | ) |                     |   | (69,306    | ) |  |  | (51,056  | ) |  |    | (73.7 | )
|Management fees and allocated overhead from the
General Partner |  |                    | (3,226,844 | ) |                     |   | (2,886,734 | ) |  |  | 340,110  |   |  |    | 11.8  |  
|Depreciation                                                    |  |                    | (2,044,130 | ) |                     |   | (1,825,099 | ) |  |  | 219,031  |   |  |    | 12.0  |  
|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |   |  |   
|Operating loss                                                  |  |                    | (156,702   | ) |                     |   | (502,622   | ) |  |  | (345,920 | ) |  |    | (68.8 | )
|Interest expense                                                |  |                    | (457,913   | ) |                     |   | (357,557   | ) |  |  | 100,356  |   |  |    | 28.1  |  
|Exchange gains                                                  |  |                    | 30,701     |   |                     |   | 14,580     |   |  |  | 16,121   |   |  |    | 110.6
|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |   |  |   
|Net loss before minority interest                               |  |                    | (583,914   | ) |                     |   | (845,599   | ) |  |  | (261,685 | ) |  |    | (31.0 | )
|Minority interests                                              |  |                    |           |   |                     |   | 249,332    |   |  |  | (249,332 | ) |  | NM
|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |   |  |   
|Net loss                                                        |  | $                  | (583,914   | ) |                     | $ | (596,267   | ) |  |  | (12,353  | ) |  |    | (2.1  | )
|                                                                |  |                    |            |   |                     |   |            |   |  |  |          |   |  |   

Revenues of the Partnership increased by $643,744 for the three months
ended March 31, 2003, from $7,198,950 for the corresponding period in 2002 to
$7,842,694 in 2003. The increase in revenue resulted principally from an
increase in the number of broadband customers served by the South Herts System.
At March 31, 2003, the Company served 7,182 broadband customers compared with
2,241 at March 31, 2002. NTL South Herts intends to drive the majority of
revenue growth from increasing revenue from existing customers rather than
through the addition of new customers. This allows NTL South Herts to achieve
its revenue targets, have a lower capital requirement due to fewer
installations, and improve its results as it reduces costs.

Cost of goods sold decreased $210,261 for the three months ended March 31,
2003, from $2,920,433 for the corresponding period in 2002 to $2,710,172 in
2003. Costs of goods sold have reduced owing to efficiencies and costs
reductions achieved by NTL. This was primarily driven by further integration of
South Herts local network into NTLs network.

Selling, general and administrative expenses decreased $51,056 to $18,250
for the three months ended March 31, 2003, from $69,306 for the corresponding
period in 2002. The movement is owing to savings achieved by NTL in investor
relations costs and insurance.

Management fees and allocated overhead from the General Partner increased
by $340,110 for the three months ended March 31, 2003, from $2,886,734 over the
corresponding period in 2002 to $3,226,844 in 2003. Management fees and
allocated overhead from the General Partner have increased owing to the
increased revenues.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

Depreciation and amortization expense increased $219,031 for the three
months ended March 31, 2003, from $1,825,099 for the corresponding period in
2002 to $2,044,130 in 2003. This is primarily driven by an increase in capital
expenditure over the period.

Interest expense increased by $100,356 for the three months ended March
31, 2003, from $357,557 for the corresponding period in 2002 to $457,913 in
2003. The increase in interest expense is owing to the increase in the level of
unpaid management fee as well as exchange movements. It should be noted that
the Company and Partnership are still incurring interest on deferred charges
paid for by the General Partner.

Exchange gains were £30,701 and £14,580 for the three months ended March
31, 2003 and 2002, respectively. The change is primarily attributable to
fluctuations in the valuation of the US Dollar on certain of the Partnerships
assets and transactions, which are denominated in UK Pounds Sterling. The
Partnerships results of operations will continue to be affected by exchange
rate fluctuations.

At March 31, 2003 NTL South Herts liabilities exceeded its assets. The
Partnership has not recognized the resulting minority interest asset since such
an asset is not recoverable. Under UK law, the shareholders of a UK limited
company are protected from the companys liabilities.

Recent Accounting Pronouncements

In July 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaces
Emerging Issues Task Force Issue No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a
liability for costs associated with an exit or disposal activity is recognized
when the liability is incurred. Under Issue No. 94-3, a liability for an exit
cost as defined is recognized at the date of a commitment to an exit or
disposal plan. SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of this standard did not
have a significant effect on the results of operations, financial condition or
cash flows of the Partnership.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for the Partnership on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The adoption of this standard did not have a
significant effect on the results of operations, financial condition or cash
flows of the Partnership.

15



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##### Table of Contents



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003







Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements contained herein constitute forward-looking
statements as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used herein, the words, believe, anticipate,
should, intend, plan, will, expects, estimates, projects,
positioned, strategy, and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Partnership, or industry results, to be materially
different from those contemplated, projected, forecasted, estimated or
budgeted, whether expressed or implied, by such forward-looking statements.
Such factors include, among others, those set forth under the caption
Risk Factors in this Form 10-Q as well as: the
impact of our organizational restructuring and integration actions;
our ability to maintain contracts that are critical to our
operations; potential adverse developments with respect to our
liquidity or results of operations; our ability to fund and execute
our business plan; our ability to attract, retain and compensate key
executives and associates; our ability to attract and retain
customers; general economic and business conditions; technological
developments; our ability to continue to design networks, install
facilities, obtain and maintain any required governmental licenses or
approvals and finance construction and development, all in a timely
manner at reasonable costs and on satisfactory terms and conditions;
assumptions about customer acceptance, churn rates, overall market
penetration and competition from providers of alternative services;
the impact of new business opportunities requiring significant
up-front investment; and interest rate and currency exchange rate
fluctuations. We assume no obligation to update the forward-looking
statements contained herein to reflect actual results, changes in
assumptions or changes in factors affecting such statements.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The functional currency of NTL South Herts is UK pounds sterling and all
revenue and significantly all costs are incurred in UK pounds sterling. The
Partnership reports in US dollars. Therefore, the Partnership is exposed to
fluctuations in the UK pound sterling US dollar exchange rate. The aggregate
potential loss from a hypothetical one percent fall in the UK£/US$ exchange
rate is $5,466 for the period ended March 31, 2003.

The Partnership had no debt other than amounts due to affiliates.
Consequently, it has little interest rate risk. As of March 31, 2003, the
Partnership had approximately $61 million.

Item 4. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures. The Directors of
the General Partner who serve as Chief Executive Officer and Chief Financial
Officer of NTL Incorporated*, the indirect parent of the General Partner, have
conducted an evaluation of the effectiveness of the Partnerships disclosure
controls and procedures (as such term is defined in Rule 13a-14(c) and
15d-14(c) under the Exchange Act of 1934 (the Exchange Act)) as of a date
within 90 days prior to the filing date of this quarterly report (the
Evaluation Date). Based on that evaluation, the Directors of the General
Partner concluded that, as of the Evaluation Date, the Partnerships disclosure
controls and procedures are effective in alerting them on a timely basis to
material information relating to the Partnership (including the Company)
required to be included in the Partnerships reports filed or submitted under
the Exchange Act.

(b)  Changes in Internal Controls. Since the Evaluation Date, there have
been no significant changes in the Partnerships internal controls, or in other
factors that could significantly affect the Partnerships internal controls.



|* |  | The Partnership has no Chief Executive Officer or Chief Financial
Officer. Barclay Knapp and Scott E. Schubert are Directors of Fawnspring
Limited, the general partner of the Partnership, and are Chief Executive
Officer and Chief Financial Officer, respectively, of NTL Incorporated,
the indirect parent of Fawnspring Limited.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003




RISK FACTORS

The following risk factors concern both our business and, in most cases,
NTLs business generally. Because we rely on NTL and its subsidiaries, those
risks are pertinent to us.

We have historically relied on NTL and its subsidiaries to meet our funding
needs. NTLs business is capital intensive and it has historically incurred
losses and generated negative cash flows and there can be no assurance that NTL
will be profitable in the future or that it will have sufficient liquidity to
meet our cash flow needs, fund its working capital and capital expenditures and
to meet its obligations under its existing debt instruments.

We do not
generate sufficient cash flow from our operations to fund our operational
expenses and interest payments. We have historically met our cash requirements
through debt or equity from NTL Incorporated and other subsidiaries of NTL
Incorporated. Thus, we are dependent on NTLs financial health for our own.

NTLs business is very capital intensive and has always required
significant amounts of cash. Historically, construction, operating expenditures
and interest costs have resulted in negative cash flow, which NTL expects will
continue for the foreseeable future. NTL has also incurred and expects to
continue to incur substantial losses. NTL cannot be certain that it will
achieve or sustain profitability in the future. Failure to achieve
profitability could diminish NTLs ability to meet our cash flow needs, sustain
operations, meet financial covenants, obtain additional required funds and make
required payments on any indebtedness it has incurred or may incur.

NTL had net losses for the year ended December 31, 2002 of $2,375.8
million, and for the years ended December 31:



| |  | 2001: $11,837.0 million (including an asset impairment charge of $8,160.6 million)
|- |  | ----------------------------------------------------------------------------------
| 
| |  | 2000: $2,388.1 million                                                            
| 
| |  | 1999: $716.5 million                                                              
| 
| |  | 1998: $534.6 million                                                              

As of December 31, 2002, NTLs accumulated deficit was $18.6 billion.

Moreover, NTL
currently expects that it will require between £5.0 million and
£15.0 million to fund its
working capital and capital expenditures, net of cash from
operations, in the twelve months from April 1, 2003 to
March 31, 2004. NTL
believes that its cash, cash equivalents and marketable securities on
hand of $478.8 million as of March 31, 2003 will be sufficient for its cash requirements
during the twelve months from April 1, 2003 to March 31,
2004.

In addition, beginning in 2005, a series of principal payments will come
due on NTLs existing debt instruments as they approach their respective
maturity dates. NTLs ability to make these payments and meet our cash flow
needs and its other ongoing funding requirements is dependent upon a number of
factors, including NTLs existing cash balances, the cash flow generated by its
operating subsidiaries, and its ability to obtain additional financing in the
future. Failure to achieve profitability or maintain or achieve various other
financial performance levels could in the future diminish NTLs ability to meet
our cash flow needs, sustain operations, meet financial covenants, obtain
additional funds, and make required payments on its indebtedness.

17



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

We are operationally completely integrated into NTL and thus are reliant on
NTLs management entirely for our business.

Because we are operated as a fully integrated part of NTL, we are entirely
dependant upon NTLs management to manage our business. Thus, the success or
lack of success of NTLs management team as a whole will be directly correlated
to our success or failure. If there is a material adverse effect on NTLs
business as a whole, it is likely we would experience such a material adverse
effect as well.

NTLs substantial leverage could adversely affect its financial health.

NTL is, and, for the foreseeable future will continue to be, highly
leveraged. As of March 31, 2003, the accreted value of NTLs total
long-term indebtedness less unamortized discount of
$6,228.7 million represents 70.3% of its total capitalization.

NTLs substantial indebtedness, coupled with the relatively high effective
interest rate on its Exit Notes, could adversely affect its financial health
by, among other things:



| |  | increasing its vulnerability to adverse changes in general economic
conditions or increases in prevailing interest rates particularly for
any borrowings at variable interest rates,    
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | limiting its ability to obtain additional financing, if needed, and                                                                                                                     
| 
| |  | requiring it to dedicate a substantial portion of its cash flow from
operations to service its debt, which reduces the funds available for
operations and future business opportunities.

NTL Incorporated is subject to restrictive debt covenants pursuant to its indebtedness.

As part of the implementation of the Plan, NTL Incorporated issued
$558.249 million principal amount of Exit Notes to certain of its creditors
under the terms of an indenture. In addition, it amended the terms of its
existing Senior Credit Facility and Working Capital Credit Facility.

The indentures governing NTL Incorporateds outstanding notes, including
its Exit Notes, among other things, significantly restrict and, in some cases,
prohibit its ability and the ability of most of its subsidiaries to:



| |  | incur additional debt;                                                               
|- |  | -------------------------------------------------------------------------------------
| 
| |  | create or incur liens;                                                               
| 
| |  | pay dividends or make other equity distributions;                                    
| 
| |  | purchase or redeem share capital;                                                    
| 
| |  | create restrictions on the payment of dividends or other amounts by its subsidiaries;

18



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003



| |  | make investments;                                                                   
|- |  | ------------------------------------------------------------------------------------
| 
| |  | sell assets;                                                                        
| 
| |  | issue or sell share capital of certain subsidiaries;                                
| 
| |  | engage in transactions with affiliates; and                                         
| 
| |  | effect a merger or consolidation of, or sell all or substantially all of its assets.

Similar restrictive covenants are contained in the Senior Credit Facility
and Working Capital Credit Facility that are applicable to NTL Incorporated and
most of its subsidiaries. In addition, under its credit facilities, NTL
Incorporated and its subsidiaries must comply with certain financial covenants
specifying various financial performance levels that they are required to meet.
In the event they were to fail to meet any of these covenant and were unable to
cure such breach or otherwise renegotiate such covenants, the lenders under
those facilities would have significant rights to seize control of most of
NTLs assets. Such a default, or a breach of any of the other obligations in
the indenture governing the Exit Notes, could also trigger a default under the
Exit Notes.

The covenants in NTL Incorporateds credit facilities and the indentures
governing its outstanding notes and any future debt may significantly restrict
NTLs future operations. Furthermore, upon the occurrence of any event of
default under the indentures governing NTL Incorporateds notes, credit
facilities or the agreements governing any other debt of its subsidiaries, the
lenders could elect to declare all amounts outstanding under such indentures,
credit facilities or agreements, together with accrued interest, to be
immediately due and payable. If those lenders accelerate the payment of those
amounts, there can be no assurance that the assets of NTL Incorporated and its
subsidiaries will be sufficient to repay in full those amounts.

The Chapter 11 reorganization of NTL Incorporated and certain of its
subsidiaries, together with uncertainty over NTLs financial condition, may
harm our business and our brand name.

Adverse publicity or news coverage regarding the recent Chapter 11
reorganization of NTL Incorporated, and certain of its subsidiaries and NTLs
financial condition could have an adverse effect on parts of our business.
Similarly, negative press about the financial condition of other cable and pay
television operations and alternative telecom carriers in general may affect
our reputation. For example, one of our key strategies is to increase our
penetration of higher value small to medium size enterprises, or SMEs, and
provide increased retail services of bundled voice, data and Internet services
for SMEs. However, due to the negative publicity surrounding NTL Incorporateds
Chapter 11 reorganization and NTLs financial condition and the potential
effect of that publicity on our brand name, we may find it difficult to
convince SMEs to take up our services. Although the Plan was successfully
consummated, there can be no assurance that such negative publicity will not
adversely impact our results of operations or have a long-term effect on our
brand.

In addition, uncertainty during the recapitalization process may have
adversely affected our relationships with our suppliers. If suppliers become
increasingly concerned about NTLs financial condition, they may demand faster
payments or refuse to extend normal trade credit, both of which could further
adversely affect our cash conservation measures and our results of operations.
We may not be successful in obtaining alternative suppliers if the need arises
and this would adversely affect our results of operations.

The telecommunications industry is subject to rapid technological changes and
we cannot predict the effect of any changes on our businesses.

The telecommunications industry is subject to rapid and significant
changes in technology and the effect of technological changes on our businesses
cannot be predicted. Our core offerings may become outdated due to
technological breakthroughs rendering our products out of date. In addition,
our business plan contemplates the introduction of services using new
technologies. Our investments in those new services, such as those related to
the 3G mobile network, may prove premature and we may not realize anticipated
returns on these new products. The cost of implementation for emerging and
future technologies could be significant, and our ability to fund such
implementation may depend on our ability to obtain additional

19



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

financing. We cannot be certain that we would be successful in obtaining
any additional financing required.

We are subject to significant competition in each of our business areas and we
expect that competition will intensify  if we are unable to compete
successfully, our financial conditions and results of operations could be
adversely affected.

We face significant competition from established and new competitors in
each of our businesses. In particular, in two of our three key lines of
business  telephony and television  the markets are dominated by our
competitors (BT and BSkyB, respectively), who have very large market shares and
generally have less financial and operating constraints than we do. As existing
technology develops and new technologies emerge, we believe that competition
will intensify in each of our business areas, particularly business
telecommunications and the Internet. Some of our competitors have substantially
greater financial and technical resources than we do. Moreover, we may also be
required to reduce prices if our competitors reduce prices, or as a result of
any other downward pressure on prices for telecommunications services, which
could have an adverse effect on us.

In addition, BSkyB has access to various movie and sports programming
content, with which they create some of the most popular pay TV channels in the
UK. We carry several of those channels on our systems. Although there are
competing channel providers, the position of programming supplier to NTL
undoubtedly is an advantage to BSkyB, not only because the Sky brand is a
feature of our cable TV service, but also because we are dependant upon the
supply of these Sky premium channels allowing BSkyB to influence pricing and
bundling. Thus far, regulators have not disturbed the pricing arrangements
imposed on us by BSkyB. NTL is currently negotiating with BSkyB a formal,
long-term agreement for the supply of certain BSkyB channels, and believes this
will be concluded amicably. However, in the event that we are unable to
conclude an agreement successfully, NTL may be faced with uncertainty over the
terms and charges of such supply, now and in the future.

If we are unable to compete successfully, our financial condition and
results of operations could be adversely affected.

NTLs growth has been curtailed by funding constraints.

NTL has significantly decreased the amount it is spending on capital
expenditures due to liquidity constraints during the recapitalization process
and expects to further reduce capital expenditures during 2003. The decrease in
capital expenditure is the result of NTLs need to divert increasing amounts of
its financial resources to meet liquidity requirements. As a result, we may be
unable to increase our customers in the short term and our near-term revenue
and future revenue growth may be adversely affected.

NTL remains subject to the risks of successfully integrating the acquisitions
through which it has historically grown its business. In particular, NTL is in
the process of integrating its various billing and operation platforms  if it
does not complete this integration, NTL could experience an adverse effect on
its customer service, churn rate and operating costs.

NTL has historically grown its business through acquisitions. This has
resulted in its exposure to the risk of failing to successfully integrate those
acquisitions, in particular, workforce, management, network and systems. A
significant result of NTLs growth through acquisitions is that it has
inherited a variety of distinct billing and customer service systems from
various companies that it has acquired. NTL is in the process of integrating
its various billing systems and customer databases in an effort to improve one
of the main tools it uses to provide customer service; however, it does not as
yet have an integrated billing and operational platform. There can be no
assurance that this integration project will be successful. If the full
integration of NTLs billing and customer service systems is not successful,
NTL could experience an adverse effect on its customer service, churn rate and
costs of maintaining these systems going forward. NTL could also experience
operational failures related to billing and collecting revenue from its
customers, which, depending on the severity of the failure, could have a
material adverse effect on its business.

Moreover, the integration process has involved a number of internal
reorganizations of NTLs business as NTL continues to strive for better
performance. These reorganizations have typically involved, among other things,
the termination of employees made redundant as a result of the process.
Although NTL cannot predict precisely the effect that this has had, it is
likely these internal reorganizations have negatively impacted employee morale.
If NTL undertakes additional internal reorganizations they will similarly
likely negatively impact morale. Negative effects on employee morale can have a
negative

20



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

effect on NTLs operations generally.

One of NTLs key strategies is to reduce customer churn. However there can be
no assurance that NTL will successfully accomplish this or that its churn rate
will not increase.

NTL has experienced rapid growth and development in a relatively short
period, either through acquisitions or connecting customers to its network. One
of NTLs biggest challenges as it has grown has been to limit its customer
churn. The successful implementation of NTLs business plan depends upon a
reduction in the percentage of customers that stop using its services.

In order to reduce churn in the future, NTL aims to improve customer
service. This improvement will be difficult to obtain without an integrated
billing system and a customer database across NTLs entire network. If the
integration of NTLs various billing system is not successful, it could
experience an adverse effect on customer service and, in turn, the churn rate.

NTL plans to increase its customer and revenue generating unit (referred
to in this quarterly report as an RGU) base in 2003. If demand for NTLs
products and services is greater than anticipated, its customer service call
centers could experience a higher than expected volume of calls. If customer
service suffered as a result, it could contribute to churn. NTLs business plan
also includes the migration of its customers from analog to digital service.
The migration process could also increase churn levels.

NTLs ability to reduce churn could also be adversely affected by the
availability of competing services in the UK, such as the digital satellite and
digital terrestrial television services offered by BSkyB and the BBC, and
telephone, Internet and broadband services offered by BT. BT and BSkyB have
regularly launched strong direct and indirect win-back campaigns to entice
NTLs customers to churn and move to these competing services..

Another part of our strategy to reduce churn is to increase take up of
broadband services by our existing customers. If this increased level of take
up does not materialize we may have difficulties in reducing churn levels,
which would adversely impact our results of operations.

NTLs prospects will depend in part on its ability to control its costs while
maintaining and improving service levels following our recent restructuring.

As a result of capital constraints imposed on NTLs business during our
recent restructuring, NTL has been engaged in a process of reducing
expenditures in a variety of areas, including by way of a substantial reduction
in capital expenditure, a reduction in the number of employees and the
outsourcing of some functions. NTLs prospects will depend in part on its
ability to continue to control costs and operate more efficiently, while
maintaining and improving existing service levels. In particular, in order to
reduce costs we are in the process of negotiating with several of our vendors
for better terms under existing and future agreements. We cannot be certain
that such negotiations will conclude successfully.

Failure to successfully market broadband to NTLs existing customer base will
adversely impact NTLs revenue and results of operations.

A significant component of NTLs strategy is to successfully market
broadband products to its existing consumer customer base. NTL believes that
its triple play offering of telephony, broadband access to the Internet and
digital television will prove attractive to its existing customer base and
allow it to increase its average revenue per user. However, NTL faces
significant competition in these markets, through digital satellite and digital
terrestrial television and through alternative Internet access media, such as
the DSL service offered by BT and Freeserve. Additionally, some of NTLs
competitors have substantially greater financial and technical resources than
NTL does. If NTL is unable to charge the prices for broadband services that are
anticipated in its business plan in response to competition or if NTLs
competition offers a better product to its customers, NTLs results of
operations will be adversely affected.

NTL is dependent upon a small number of key personnel.

A small number of key executive officers manage NTLs businesses. The loss
of one or more of these executive officers

21



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

could have a material adverse effect on NTL. NTL believes that its future
success will depend in large part on its continued ability to attract and
retain highly skilled and qualified personnel. Although NTL has entered into
employment contracts with all of its executive officers, those contracts cannot
prevent such individuals from resigning. If an individual does resign, he or
she is bound by certain non-compete clauses which may or may not discourage the
individual from leaving.

NTLs principal businesses are subject to government regulation, including
pricing regulation, and changes in current regulations may adversely affect it.

NTLs principal business activities are regulated and supervised by
various governmental bodies. Changes in laws, regulations or governmental
policy or the interpretations of those laws or regulations affecting our
activities and those of NTLs competitors, such as licensing requirements,
changes in price regulation and deregulation of interconnection arrangements,
could have a material adverse effect on NTL.

NTL is also subject to regulatory initiatives of the European Commission.
Changes in EU Directives may reduce NTLs range of programming and increase the
costs of purchasing television programming or require NTL to provide access to
our cable network infrastructure to other service providers, which could have a
material adverse effect on NTL.

NTL is dependent upon many critical systems and processes, many of which are
dependent upon hardware that is concentrated in a small number of locations. If
a catastrophe were to occur at one or more of those locations, it could have a
material adverse effect on NTLs business.

NTLs business is dependent on many sophisticated critical systems, which
support all of the various aspects of its operations from its network to its
billing and customer service systems. The hardware supporting a large number of
critical systems is housed in a relatively small number of locations. If one or
more of these locations were to be subject to fire, natural disaster,
terrorism, power loss, or other catastrophe, it could have a material adverse
effect on and cause irreparable harm to NTLs business. NTL is currently
studying ways to improve its disaster recovery to prevent or mitigate such a
potential failure. However, despite any disaster recovery, security and service
continuity protection measures NTL has or may in the future undertake, there
can be no assurance that these measures will be sufficient. In addition,
although NTL builds its network in resilient rings to ensure the continuity of
network availability in the event of any damage to its underground fibers,
should any ring be cut twice in different locations, it is likely that no
transmission signals will be able to pass, which could cause significant damage
to NTLs business. This is especially so in relation to NTLs Sirius undersea
ring connecting the UK to the Republic of Ireland: any simultaneous cut of the
Northern and Southern rings would isolate NTLs Irish networks from its UK
networks for an extended period.

NTL does not insure the underground portion of our cable network.

NTL obtains insurance of the type and in the amounts that it believes are
customary for similar companies. Consistent with this practice, NTL does not
insure the underground portion of its cable network. Substantially all of NTLs
cable network is constructed underground. Any catastrophe that affects NTLs
underground cable network could result in substantial uninsured losses.

We and NTL are subject to currency risk because we obtained significant
financing and may in the future obtain additional financing in U.S. dollars but
generally generate revenues and incur expenses in pounds sterling and Euros.

We and NTL encounter currency exchange rate risks because we generate
revenues and incur construction and operating expenses in pounds sterling and
Euros while we pay interest and principal obligations with respect to a
significant amount of our existing indebtedness in U.S. dollars. There can be
no assurance that any hedging transactions we might enter into will be
successful or that shifts in the currency exchange rates will not have a
material adverse effect on us. For example, to the extent that the pound
sterling declines in value against the U.S. dollar, and we have not fully
hedged against such declines, the effective cost of servicing our U.S. dollar
debt will be higher and we will incur currency losses.

NTLs broadcast services and carrier
telecommunications businesses are dependent upon certain important contracts.

22



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003

NTLs broadcast services business has contracts for the provision of
television broadcasting transmission services with the ITV national network of
15 affiliated television stations, Channel 4/S4C and Channel 5. The majority of
the prices that NTL may charge these companies for transmission services are
subject to regulation by the UK Office of Telecommunications (referred to in
this quarterly report as OFTEL). Although, historically, the ITV companies and
Channel 4/S4C have renewed their contracts with NTL, there can be no assurance
that they will do so upon expiration of the current contracts, that they will
not negotiate terms for provision of transmission services by NTL on a basis
less favorable to it or that they would not seek to obtain from third parties a
portion of the transmission services that NTL currently provides.

Other contracts
important to NTLs broadcast services business include a
contract for the provision of communication services to the
Metropolitan Police. This contract is subject to renewal and there
can be no assurance that the renewal will be on the same basis, or
that the Metropolitan Police will not seek other parties to provide
the services.

NTLs carrier
services and mobile business has a contract with Orange plc for the
design, build and maintenance of its mobile network. The minimum term
of this contract is scheduled to expire in 2006 and there can be no
assurance that it will be renewed.

In addition, NTLs
carrier services and mobile business currently has a contract with
Vodafone for the supply of mobile transmission services, including
core inter-switch and backhaul network capacity. This contract is
scheduled to terminate in October 2004 and there are no present
indications that it will be renewed.

The loss of any one of these contracts could have a material adverse
effect on the relevant NTL business division.

NTLs broadcast services business is dependent upon site sharing arrangements
with its principal competitor.

As a result of, among other factors, a natural shortage of potential
transmission sites and the difficulties in obtaining planning permission for
erection of further masts, Crown Castle U.K. Ltd. and NTL have made
arrangements to share a large number of tower sites. There can be no assurance
that the site sharing arrangements will not be terminated. Termination of the
site sharing arrangements would have a material adverse effect on NTL.

Under the present arrangements for analog broadcast services, one of the
parties is the owner, lessor or licensor of each site and the other party is
entitled to request a license to use specified facilities at that site. Each
site license granted pursuant to the site sharing agreement is for an initial
period expiring on December 31, 2005, subject to title to the site and to the
continuation in force of the site sharing agreement. Each site sharing
agreement provides that, if requested by the sharing party, it will be extended
for further periods. Either party may terminate the agreement by giving 5
years written notice until December 31, 2005 or at any date which is a date 10
years or a multiple of 10 years after December 31, 2005. With respect to
digital broadcast services, NTL and Crown Castle UK Ltd are negotiating a
formal arrangement pending finalization of a separate digital site sharing
agreement which is envisaged to be on terms similar to the existing analog site
sharing agreement. Presently the parties are operating under an informal
arrangement pending finalization of the formal arrangement. Although NTL
believes that such formalization will be concluded successfully, it cannot be
certain of that conclusion.

Some provisions of the agreements governing the indebtedness of NTL
Incorporated, us and our respective subsidiaries, certain provisions of our
respective certificates of incorporation and NTL Incorporateds stockholder
rights plan could delay or prevent transactions involving a change of control
of us or NTL Incorporated.

We and NTL Incorporated may, under some circumstances involving a change
of control, be obligated to offer to repurchase substantially all of our
respective outstanding notes, and repay other indebtedness (including bank
facilities). There can be no assurance that we or NTL Incorporated, as the case
may be, will have available financial resources necessary to repurchase such
notes or indebtedness in those circumstances.

If NTL Incorporated cannot repurchase and repay this indebtedness in the
event of a change of control, the failure to do so would constitute an event of
default under the indentures and agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness. The
threat of this could have the effect of delaying or preventing transactions
involving a change of control of NTL Incorporated, including transactions in
which stockholders might otherwise receive a substantial premium for their
shares over then current market prices, and may limit the ability of its
stockholders to approve transactions that they may deem to be in their best
interest.

NTL Incorporateds stockholder rights plan and certain provisions of its
certificate of incorporation may have the effect, alone or in combination with
each other or with the existence of authorized but unissued common stock and
preferred stock, of preventing or making more difficult transactions involving
a change of control of NTL Incorporated. Certain provisions of our certificate
of incorporation may have a similar effect with respect to a change of control
involving us.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED MARCH 31, 2003




Part II Other information




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



| |    |                     |                                                                                                                                      
| | -- | ------------------- | -------------------------------------------------------------------------------------------------------------------------------------
| | a) | Exhibits           
|
| |    | 99.1                | Certification of CEO and CFO
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
|
| | 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/ Barclay Knapp

Barclay Knapp
Director
May 15, 2003                  
|                                                                            
|BY: 
/s/ Scott E. Schubert

Scott E. Schubert
Director
May 15, 2003         

24



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##### Table of Contents



CERTIFICATION

I, Barclay Knapp, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of South
Hertfordshire United Kingdom Fund, Ltd.;                                                                                                                                                                                                                         
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                  
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                    



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of the registrants board of directors (or persons
performing the equivalent function):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

/s/ Barclay Knapp
Barclay Knapp
Director of Fawnspring Limited,
The General Partner of South Hertfordshire United Kingdom Fund, Ltd *



---

| |  | The Partnership has no Chief Executive Officer or Chief Financial
Officer. Barclay Knapp and Scott E. Schubert are Directors of Fawnspring
Limited, the general partner of the Partnership, and are Chief Executive
Officer and Chief Financial Officer, respectively, of NTL Incorporated,
the indirect parent of Fawnspring Limited.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents



CERTIFICATION

I, Scott E. Schubert, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of South
Hertfordshire United Kingdom Fund, Ltd.;                                                                                                                                                                                                                         
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                  
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                    



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of the registrants board of directors (or persons
performing the equivalent function):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003



/s/ Scott E. Schubert

Scott E. Schubert
Director of Fawnspring Limited,
The General Partner of South Hertfordshire United Kingdom Fund, Ltd *



|* |  | The Partnership has no Chief Executive Officer or Chief Financial
Officer. Barclay Knapp and Scott E. Schubert are Directors of Fawnspring
Limited, the general partner of the Partnership, and are Chief Executive
Officer and Chief Financial Officer, respectively, of NTL Incorporated,
the indirect parent of Fawnspring Limited.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------