**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

----

**Form 10-Q**

**(Mark One)**

**x**                              Quarterlyreport pursuant to Section 13 or 15 (d) of the Securities ExchangeAct of 1934

**Forthe quarterly period ended September 30, 2005**

**o**                                 Transitionreport pursuant to Section 13 or 15 (d) of the Securities ExchangeAct of 1934

**Forthe transition period from         to         **

**CommissionFile Number: 000-19889**

----

**South Hertfordshire United Kingdom Fund, Ltd.**

Exact name of registrantas specified in charter

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

 

| **ntl House, Bartley Wood Business Park,  Hook, Hampshire, RG27 9UP,  England**Address of principal executive office |
|----------------------------------------------------------------------------------------------------------------------|
| **011 44 1256 752000**Registrant’s telephone number                                                             |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x  No  o

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

The number of limitedpartnership units of the registrant outstanding as of October 31, 2005 was 56,935.

 

----

**TABLE OF CONTENTS**

|               | ** **             | ** **                                                                                                                           | **Page  Number** |
|---------------|------------------------|--------------------------------------------------------------------------------------------------------------------------------------|------------------|
| PART I.  | FINANCIAL  INFORMATION |                                                                                                                                 |             |   |
|          | Item 1.                | Financial  Statements                                                                                                                |             | 4 |   |
|          |                   | Condensed  Consolidated Balance Sheets as of September 30, 2005 and  December 31, 2004                 |             | 4 |   |
|          |                   | Condensed Consolidated  Statements of Operations for the Three and Nine Months Ended  September 30, 2005 and 2004          |             | 5 |   |
|          |                   | Condensed  Consolidated Statements of Cash Flows for the Nine Months Ended  September 30, 2005 and 2004                         |             | 6 |   |
|          |                   | Notes to  Condensed Consolidated Financial Statements                                                                                |             | 7 |   |
|          | Item  2.               | Management’s  Discussion and Analysis of Financial Condition and Results of Operations       |             | 10 |   |
|          | Item  3.               | Quantitative  and Qualitative Disclosures About Market Risk                                                                          |             | 17 |   |
|          | Item  4.               | Controls  and Procedures                                                                                                             |             | 17 |   |
| PART II. | OTHER INFORMATION      |                                                                                                                                 |             |   |
|          | Item 5.                | Other  Information                                                                                                                   |             | 19 |   |
|          | Item 6.                | Exhibits                                                                                                                             |             | 19 |   |
|          | SIGNATURES             |                                                                                                                                 | 20               |   |

 

----

**“SafeHarbor” Statement under the Private Securities Litigation Reform Act of 1995:**

Various statementscontained in this document constitute “forward-looking statements” as that termis defined under the Private Securities Litigation Reform Act of 1995. Wordslike “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,”“projects,” “positioned,” “strategy,” and similar expressions identify theseforward-looking statements, which involve known and unknown risks,uncertainties and other factors that may cause our actual results, performanceor achievements or industry results to be materially different from thosecontemplated, projected, forecasted, estimated or budgeted, whether expressedor implied, by these forward-looking statements. These factors include thefollowing and those set forth under the caption “Risk Factors” in the Form 10-Kfiled on March 16, 2005 and subsequentamendments thereto by the ultimate parent company of our GeneralPartner, NTL Incorporated, or NTL:

·       potentialadverse developments with respect to our liquidity or results of operations;

·       NTL’ssignificant debt payments and other contractual commitments;

·       NTL’sability to fund and execute its business plan;

·       NTL’sability to generate cash sufficient to service its debt;

·       interestrate and currency exchange rate fluctuations;

·       NTL’sability to complete the integration of its billing systems;

·       theimpact of new business opportunities requiring significant up-frontinvestments;

·       NTL’sability to attract and retain customers and increase its overall marketpenetration;

·       NTL’sability to compete against other communications and content distributionbusinesses;

·       NTL’sability to maintain contracts that are critical to its operations;

·       NTL’sability to respond adequately to technological developments;

·       NTL’sability to develop and maintain back-up for its critical systems;

·       NTL’sability to continue to design networks, install facilities, obtain and maintainany required governmental licenses or approvals and finance construction anddevelopment, in a timely manner at reasonable costs and on satisfactory termsand conditions;

·       NTL’sability to have an impact upon, or to respond effectively to, new or modifiedlaws or regulations; and.

·       factors relating to NTL’s proposed acquisition ofTelewest Global, Inc. including (1) the failure to obtain andretain expected synergies from the proposed transaction, (2) rates ofsuccess in executing, managing and integrating key acquisitions, including theproposed acquisition, (3) the ability to achieve business plans for thecombined company, (4) the ability to manage and maintain key customerrelationships, (5) delays in obtaining, or adverse conditions containedin, any regulatory or third-party approvals in connection with the proposedacquisition, (6) availability and cost of capital, (7) the ability tomanage regulatory, tax and legal matters, and to resolve pending matters withincurrent estimates, and (8) other similar factors.

We assume no obligation toupdate the forward-looking statements contained herein to reflect actualresults, changes in assumptions or changes in factors affecting thesestatements.

----

**Exchange Rates**

Thefollowing table sets forth, for the periods indicated, the period end, periodaverage, high and low noon buying rate in the City of New York for cabletransfers as certified for customs purposes by the Federal Reserve Bank of NewYork expressed as U.S. dollars per £1.00. The noon buying rate of the poundsterling on September 30, 2005 was $1.7696 per £1.00.

| ** **                                             | ** ** | **U.S. Dollars per £1.00** | ** ** |
|--------------------------------------------------------|------------|------------------------------------------------|------------|
| **Nine Months Ended September 30** | ** ** | ** **                                     | ** ** | **Period End** | ** ** | **Average(1)** | ** ** | **High** | ** ** | **Low** | ** ** |
| 2004                                                   |       |                                           | 1.81       |   |   |   | 1.82 |   |   | 1.90 |   | 1.75 |   |
| 2005                                                   |       |                                           | 1.77       |   |   |   | 1.84 |   |   | 1.84 |   | 1.76 |   |
|                                                        |            |                                                |            |  |  |  |  |  |  |  |  |  |  |  |  |

----

(1)          The average rate is theaverage of the noon buying rates on the last day of each month during therelevant period.

The above rates may differ from the actual rates usedin the preparation of the condensed consolidated financial statements and otherfinancial information appearing in this quarterly report. Our inclusion ofthese exchange rates is not meant to suggest that the pound sterling amountsactually represent these U.S. dollar amounts or that these amounts could havebeen converted into U.S. dollars at any particular rate, if at all.

Unless we otherwise indicate, all amounts in U.S.dollars as of September 30, 2005 are based on an exchange rate of $1.7696to £1.00, all amounts disclosed for the nine months ended September 30,2005 are based on an average exchange rate of $1.8438 to £1.00, and all amountsdisclosed for the nine months ended September 30, 2004 are based on anaverage exchange rate of $1.8216 to £1.00. All amounts in U.S. dollars as of December 31,2004 are based on an exchange rate of $1.9160 to £1.00. All rates are based onthe noon buying rate in the City of New York for cable transfers as certifiedfor customs purposes by the Federal Reserve Bank of New York. U.S. dollaramounts for the three months ended September 30, 2005 and 2004 aredetermined by subtracting the U.S. dollar converted financial result for thesix months ended June 30, 2005 and 2004 from the U.S. dollar convertedfinancial result for the nine months ended September 30, 2005 and 2004,respectively. The variation between the 2005 and 2004 exchange rates hasimpacted the dollar comparisons.

----

**SOUTH HERTFORDSHIREUNITED KINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)**

**QUARTER ENDED SEPTEMBER30, 2005**

**Part I.   Financial information**

**Item 1.**                        Financialstatements

**CONDENSEDCONSOLIDATED BALANCE SHEETS**

| ** **                                                                                                 | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                                                                 | ** ** | **2005**               | ** ** | **2004**              | ** ** |
| ** **                                                                                                 | ** ** | **(unaudited)**        | ** ** | **(see note)**   | ** ** |
| **Assets**                                                                                                 |       |                   |       |                  |       |
| Fixed assets, net                                                                                          |       | $                      | 54,431,910 |                  | $          | 62,528,387 |   |
| **Total assets**                                                                                           |       | $                      | 54,431,910 |                  | $          | 62,528,387 |   |
| **Liabilities and Partners’  Deficit**                                                                |       |                   |       |                  |       |
| Current liabilities                                                                                        |       |                   |       |                  |       |
| Accounts payable to affiliates and related parties                                                         |       | $                      | 55,062,554 |                  | $          | 65,398,192 |   |
| Total liabilities                                                                                          |       | 55,062,554             |       | 65,398,192            |       |
| **Commitments  and contingent liabilities**                                                                |       |                   |       |                  |       |
| **Minority  interest**                                                                                     |       |                   |       |                  |       |
| Minority interest                                                                                          |       | 867,561                |       | 99,216                |       |
| **Partners’  Capital (Deficit)**                                                                      |       |                   |       |                  |       |
| General Partner                                                                                            |       |                   |       |                  |       |
| Contributed capital                                                                                        |       | 1,000                  |       | 1,000                 |       |
| Accumulated deficit                                                                                        |       | (499,332               | )          | (514,842              | )          |
|                                                                                                       |       | (498,332               | )          | (513,842              | )          |
| Limited Partners                                                                                           |       |                   |       |                  |       |
| Contributed capital, net (56,935 units outstanding at  September 30, 2005 and December 31, 2004) |       | 48,817,997             |       | 48,817,997            |       |
| Accumulated deficit                                                                                        |       | (49,152,678            | )          | (50,688,219           | )          |
|                                                                                                       |       | (334,681               | )          | (1,870,222            | )          |
| Accumulated comprehensive loss                                                                             |       | (665,192               | )          | (584,957              | )          |
| Total Partners’ deficit                                                                               |       | (1,498,205             | )          | (2,969,021            | )          |
| **Total  Liabilities and Partners’ Deficit**                                                          |       | $                      | 54,431,910 |                  | $          | 62,528,387 |   |

 

Note:         Thebalance sheet at December 31, 2004 has been derived from audited financialstatements at that date.

See accompanying notes.

4

----

**SOUTH HERTFORDSHIRE UNITEDKINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)**

**QUARTER ENDEDSEPTEMBER 30, 2005CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)**

| ** **                                                       | ** ** | **Three months ended** | ** ** | **Nine months ended** | ** ** |
|------------------------------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                                       | ** ** | **September 30,**           | ** ** | **September 30,**          | ** ** |
| ** **                                                       | ** ** | **2005**                         | ** ** | **2004**                        | ** ** | **2005** | ** ** | **2004** | ** ** |
| **Revenue**                                                      |       | $                                | 9,543,147  |                            | $          | 9,539,081 |   | $ | 29,765,071 |   | $ | 28,104,275 |   |
| **Costs  and expenses**                                          |       |                             |       |                            |       |   |   |   |   |
| Cost of goods  sold (exclusive of items shown below)             |       | (2,461,892                       | )          | (2,881,378                      | )          | (7,985,591 | ) | (8,655,612 | ) |
| Selling, general  and administrative expenses                    |       | (23,699                          | )          | (26,313                         | )          | (68,703 | ) | (69,719 | ) |
| Management fees  and allocated overhead from the General Partner |       | (4,131,305                       | )          | (3,538,172                      | )          | (12,963,719 | ) | (10,639,824 | ) |
| Other charges                                                    |       | (88,578                          | )          | (88,007                         | )          | (118,364 | ) | (330,689 | ) |
| Depreciation                                                     |       | (1,366,955                       | )          | (1,628,203                      | )          | (4,694,597 | ) | (4,838,406 | ) |
| **Operating income**                                             |       | 1,470,718                        |       | 1,377,008                       |       | 3,934,097 |   | 3,570,025 |   |
| **Other  expenses**                                              |       |                             |       |                            |       |   |   |   |   |
| Interest payable  to General Partner and affiliates              |       | (569,321                         | )          | (552,638                        | )          | (1,737,180 | ) | (1,630,325 | ) |
| Exchange gains  (losses)                                         |       | 26,204                           |       | 3,895                           |       | 162,594 |   | (26,310 | ) |
| **Income before minority interest**                              |       | 927,601                          |       | 828,265                         |       | 2,359,511 |   | 1,913,390 |   |
| Minority interest                                                |       | (325,757                         | )          | —                          |       | (808,460 | ) | — |   |
| **Net income**                                                   |       | $                                | 601,844    |                            | $          | 828,265 |   | $ | 1,551,051 |   | $ | 1,913,390 |   |
| **Allocation of net income**                                     |       |                             |       |                            |       |   |   |   |   |
| General Partner                                                  |       | $                                | 6,018      |                            | $          | 8,283 |   | $ | 15,511 |   | $ | 19,134 |   |
| Limited Partners                                                 |       | 595,826                          |       | 819,982                         |       | 1,535,540 |   | 1,894,256 |   |
| **Net  income**                                                  |       | $                                | 601,844    |                            | $          | 828,265 |   | $ | 1,551,051 |   | $ | 1,913,390 |   |
| **Net income per Limited Partnership unit**                      |       | $                                | 10.47      |                            | $          | 14.40 |   | $ | 26.97 |   | $ | 33.27 |   |
| **Average  number of Limited Partnership units outstanding**     |       | 56,935                           |       | 56,935                          |       | 56,935 |   | 56,935 |   |

 

See accompanying notes.

5

----

**SOUTH HERTFORDSHIREUNITED KINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)**

**QUARTER ENDED SEPTEMBER 30, 2005CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS(unaudited)**

| ** **                                                                        | ** ** | **Nine months ended  September 30,** | ** ** |
|-----------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                                        | ** ** | **2005**                                            | ** ** | **2004** | ** ** |
| **Cash flows from operating  activities**                                         |       |                                                |       |   |   |
| Net income                                                                        |       | $                                                   | 1,551,051  |   | $ | 1,913,390 |   |
| Adjustments to reconcile  net income to net cash provided by operating activities |       |                                                |       |   |   |
| Minority interests                                                                |       | 808,460                                             |       | — |   |
| Depreciation                                                                      |       | 4,694,597                                           |       | 4,838,406 |   |
| Change in operating  assets and liabilities                                       |       |                                                |       |   |   |
| Decrease in accounts payable to affiliates and  related parties                   |       | (5,850,620                                          | )          | (4,918,776 | ) |
| Net cash provided by operating activities                                         |       | 1,203,488                                           |       | 1,833,020 |   |
| **Cash  flows from investing activities**                                         |       |                                                |       |   |   |
| Purchase of fixed assets                                                          |       | (1,203,488                                          | )          | (1,833,020 | ) |
| Net cash used in investing activities                                             |       | (1,203,488                                          | )          | (1,833,020 | ) |
| Movement in cash                                                                  |       | —                                              |       | — |   |
| Cash at beginning  of period                                                      |       | —                                              |       | — |   |
| Cash at end of period                                                             |       | $                                                   | —     |   | $ | — |   |
| **Supplemental  disclosure of cash flow information**                             |       |                                                |       |   |   |
| Cash paid during  the period for interest                                         |       | $                                                   | —     |   | $ | — |   |

 

See accompanying notes.

6

----

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)**

**Note1.   Basis of Presentation**

**Organization andBusiness**

We are a limitedpartnership that holds 66.7% of the shares of NTL (South Hertfordshire)Limited, or NTL South Herts, principally engaged in the development,construction, management and operation of broadband communications networks fortelephone, cable television and internet services in the United Kingdom, orU.K. As a result of our ownership of 66.7% of the shares of NTL South Herts,for accounting purposes we have consolidated the results of NTL South Hertswith our results. NTL South Herts is a 33.3% indirect investment of NTLIncorporated. NTL South Herts is reliant on the support of NTL Incorporated,the ultimate parent company of the General Partner, to continue its operationsas a going concern. Throughout this report, NTL Incorporated together with itsconsolidated subsidiaries is referred to as “NTL”.

On October 2, 2005, NTLentered into a merger agreement with Telewest Global, Inc., or Telewest, andMerger Sub Inc., or Merger Sub, NTL’s wholly owned subsidiary. The mergeragreement provides that Merger Sub will merge with and into Telewest, withTelewest continuing as the surviving corporation and as NTL’s wholly ownedsubsidiary. In connection with the merger agreement, on October 2, 2005, NTLand its wholly owned subsidiary, NTL Investment Holdings Limited, or NTLIH,entered into a commitment letter and certain other agreements relating to thefinancing of the proposed merger. At the effective time of the merger, eachshare of Telewest common stock will be converted into the right to receive (i)$16.25 in cash, without interest, and (ii) 0.115 of a share of NTL’s commonstock (together with cash in lieu of fractional shares of NTL’s common stock). Themerger is subject to certain customary conditions, including (i) approval bystockholders of NTL and of Telewest and (ii) regulatory approvals.

In connection with themerger agreement with Telewest, NTL and NTLIH have agreed to a commitmentletter with several financial institutions who have agreed to arrange and tounderwrite the new credit facilities described below.

The new credit facilitiescomprise two separate facilities, (a) a senior secured credit facility in anaggregate principal amount of £3.3 billion, comprising a £3.2 billion 5-yearamortizing term loan facility and a £100 million 5-year multicurrency revolvingcredit facility, and (b) a 1-year (automatically extendable to a 10-year)senior subordinated bridge facility in an aggregate principal amount of £1.8billion to be made available to Communications Cable Funding Corporation, oneof NTL’s subsidiaries. In addition, NTL and NTLIH agreed to engage thefinancial institutions for any take-out financing for the bridge facility. Theterms of the facilities are subject to further amendments prior to the closingof the merger transaction.

**Basis ofPresentation**

We have prepared theaccompanying unaudited condensed consolidated financial statements inaccordance with accounting principles generally accepted in the United States,or U.S. GAAP, for interim financial information and with the instructions to Form 10-Qand Rule 10-01 of Regulation S-X. Accordingly, they do not includeall of the information and footnotes required by U.S. GAAP for completefinancial statements. In the opinion of our management, all adjustments(consisting only of normal recurring adjustments) considered necessary for afair presentation have been included. Results of operations for the three andnine months ended September 30, 2005 are not necessarily indicative ofresults to be expected for the full year ending December 31, 2005. Forfurther information, refer to the consolidated financial statements andfootnotes thereto included in our Annual Report on Form 10-K for theyear ended December 31, 2004.

7

----

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)**

**Note 2.   Comprehensive Income**

Comprehensiveincome includes net income as well as other comprehensive income (loss). Ourother comprehensive income (loss) consists of changes in cumulative translationadjustment. Comprehensive income comprises:

| ** **                                | ** ** | **Three months ended** | ** ** | **Nine months ended** | ** ** |
|-------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                | ** ** | **September 30,**           | ** ** | **September 30,**          | ** ** |
| ** **                                | ** ** | **2005**                         | ** ** | **2004**                        | ** ** | **2005** | ** ** | **2004** | ** ** |
| Net income                                |       | $                                | 601,844    |                            | $          | 828,265 |   | $ | 1,551,051 |   | $ | 1,913,390 |   |
| Foreign currency  translation adjustments |       | 25,914                           |       | (2,723                          | )          | 80,235 |   | (51,454 | ) |
| Comprehensive income                      |       | $                                | 627,758    |                            | $          | 825,542 |   | $ | 1,631,286 |   | $ | 1,861,936 |   |

 

**Note 3.   Investment in Subsidiary**

NTL South Herts is a United Kingdom corporation thatowns and operates a cable television/telephony/broadband system in the SouthHertfordshire franchise area, located adjacent to the northwest perimeter ofGreater London, England, or the South Herts System. NTL South Herts is owned33.3% by NTL (B) Limited, an indirect subsidiary of NTL. The GeneralPartner is an indirect wholly owned subsidiary of NTL. The General Partnerprovides consulting services to us and may delegate some or all of theconsulting services to NTL.

NTL, through itssubsidiaries including its interest in NTL South Herts, provides broadbandinternet access, telephone and television services to over 3.3 millionresidential customers as of September 30, 2005, including more than 1.7million broadband customers.

**Note4.   Transactions with Affiliated Parties**

*Consulting andManagement Fees*

We pay a consulting fee toan affiliate of the General Partner. During the construction phases of theSouth Herts System, this consulting fee was 2 per cent of construction costs.Since completion of construction of each portion of the system, the consultingfee for the completed portion has been 5 per cent of the grossrevenues, excluding revenues from the sale of cable television/telephonysystems. The consulting fee is calculated and payable monthly. We paidconsulting fees for the three months ended September 30, 2005 and 2004 of$477,157 and $476,975 respectively. We paid consulting fees for the nine monthsended September 30, 2005 and 2004 of $1,488,253 and $1,405,214respectively.

*Distribution Ratiosand Reimbursement*

Any partnership distributions made by us from cashflow (defined as cash receipts derived from routine operations, less debtprincipal and interest payments and cash expenses) are allocated 99 percent tothe limited partners and 1 percent to the General Partner. Any distributionsother than interest income on limited partner subscriptions earned prior to theacquisition of our first cable television system or from cash flow, such asfrom the sale or refinancing of a system or upon our dissolution, will be madeas follows: 99 percent to the limited partners and 1 percent to the GeneralPartner until any negative balances in the limited partners’ capital accountsare reduced to zero; 100 percent to the General Partner until any negativebalance in its capital account is reduced to zero; 99 percent to the limitedpartners and 1 percent to the General Partner until the balance in the limitedpartners’ capital accounts is equal to their adjusted capital contribution plusa 12 percent return; 100 percent to the General Partner until the balance inits 

8

----

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited)**

capital account is equalto its adjusted capital contribution, and any remaining income or gain shall beallocated 75 percent to the limited partners and 25 percent to the GeneralPartner.

The General Partner and its affiliates are entitled toreimbursement from NTL South Herts for direct and indirect expenses allocableto the operation of the South Herts System, and from us for direct and indirectexpenses allocable to our operations, which include, but are not limited to,rent, supplies, telephone, travel, and salaries of any full or part-timeemployees. The General Partner believes that the methodology used in allocatingthese expenses is fair and reasonable. During the three months ended September 30,2005 and 2004, reimbursements made by NTL South Herts to the General Partner orits affiliates for any allocable direct and indirect expenses totaled$3,654,148 and $3,061,197, respectively. During the nine months ended September 30,2005 and 2004, reimbursements made by NTL South Herts to the General Partner orits affiliates for any allocable direct and indirect expenses totaled$11,475,466 and $9,234,610, respectively.

The General Partner andits affiliates may make advances to, and defer collection of fees and allocatedexpenses owed by us, although they are not required to do so. We are chargedinterest on such advances and deferred amounts at a rate equal to the GeneralPartner’s or certain affiliates’ weighted average cost of all debt financingfrom unaffiliated entities. For the three months ended September 30, 2005and 2004, interest on deferred fees were $533,673, and $511,755, respectively.For the nine months ended September 30, 2005 and 2004, interest ondeferred fees were $ 1,627,013, and $1,508,609, respectively. An affiliate of theGeneral Partner charged interest on advances for the three months ended September 30,2005 and 2004 of $35,647 and $40,883, respectively. For the nine months ended September 30,2005 and 2004 the General Partner charged interest on advances of $110,166 and$121,716, respectively.

**Note 5.   FixedAssets**

Fixedassets consist of:

| ** **                                    | ** ** | **Estimated**         | ** ** | **September 30,** | ** **  | **December 31,** | ** ** |
|-----------------------------------------------|------------|-----------------------|------------|------------------------|-------------|-----------------------|------------|
| ** **                                    | ** ** | **useful lives** | ** ** | **2005**               | ** **  | **2004**              | ** ** |
| ** **                                    | ** ** | ** **            | ** ** | **(unaudited)**        | ** **  | ** **            | ** ** |
| Cable network and  other electrical equipment |       | 5-30 years            |       | $                      | 137,627,159 |                  | $          | 147,762,516 |   |
| Building and  other equipment                 |       | 5-30 years            |       | 7,591,785              |        | 8,152,597             |       |
|                                          |       |                  |       | 145,218,944            |        | 155,915,113           |       |
| Accumulated  depreciation                     |       |                  |       | (90,787,034            | )           | (93,386,726           | )          |
|                                          |       |                  |       | $                      | 54,431,910  |                  | $          | 62,528,387 |   |

 

With effect from January 1,2004, the Partnership adopted new remaining useful lives such that thepreviously reported range of 3-40 years became 5-30 years for bothclasses of fixed assets.

**Note6.   Commitments and Contingent Liabilities**

We had no significant contractual obligations andcommercial commitments as of September 30, 2005.

We are involved in legal proceedings and claims thatarise in the ordinary course of our business. In the opinion of the GeneralPartner, the amount of ultimate liability with respect to these actions willnot materially affect our financial position, results of our operations orliquidity.

9

----

**Item 2.**                        Management’sDiscussion and Analysis of Financial Condition and Results of Operations

**Overview**

We are a Colorado limited partnership that was formedin December 1991 pursuant to the public offering of our limitedpartnership interests for the purpose of acquiring one or more cabletelevision/telephone systems in the U.K. Upon acquisition of our system, ourprimary investment objective was to obtain capital appreciation in the value ofour investment in the system over the term such investment is held by us.

We hold 66.7% of the shares of NTL South Herts, whichis principally engaged in the development, construction, management andoperation of broadband communications networks for telephone, cable televisionand internet services in the U.K. As a result of our ownership of 66.7% of theshares of NTL South Herts, for accounting purposes we have consolidated theresults of NTL South Herts with our results. NTL indirectly holds the remaining33.3% of the shares of NTL South Herts. We are reliant on the support of NTL,the ultimate parent company of the General Partner, to continue our operationsas a going concern.

We derive our revenue principally from monthly feesand usage charges. Our packaging of services and pricing are designed toencourage our customers to use multiple services like dual telephone andbroadband, dual telephone and television or triple telephone, television andinternet access.

The principal componentsof our expenses include payroll and other employee related costs;interconnection costs paid to other carriers related to telephone services;television programming costs; marketing and selling costs; repairs andmaintenance; facility related costs, like rent, utilities and rates; andallowances for doubtful accounts. These expenses include certain costs that arecharged by a subsidiary of NTL for the provision of network services andsupport, corporate services, including finance, legal, human resources andfacility services, and IT services.

**RecentDevelopments**

On October 2, 2005, NTL entered into a mergeragreement with Telewest Global, Inc., or Telewest, and Merger Sub Inc., orMerger Sub, NTL’s wholly owned subsidiary. The merger agreement provides thatMerger Sub will merge with and into Telewest, with Telewest continuing as the survivingcorporation and as NTL’s wholly owned subsidiary. In connection with the mergeragreement, on October 2, 2005, NTL and its wholly owned subsidiary, NTLInvestment Holdings Limited, or NTLIH, entered into a commitment letter andcertain other agreements relating to the financing of the proposed merger. Atthe effective time of the merger, each share of Telewest common stock will beconverted into the right to receive (i) $16.25 in cash, without interest, and(ii) 0.115 of a share of NTL’s common stock (together with cash in lieu offractional shares of NTL’s common stock). The merger is subject to certaincustomary conditions, including (i) approval by stockholders of NTL and ofTelewest and (ii) regulatory approvals.

In connection with the merger agreement with Telewest,NTL and NTLIH have agreed to a commitment letter with several financialinstitutions who have agreed to arrange and to underwrite the new creditfacilities described below.

The new credit facilitiescomprise two separate facilities, (a) a senior secured credit facility in anaggregate principal amount of £3.3 billion, comprising a £3.2 billion 5-yearamortizing term loan facility and a £100 million 5-year multicurrency revolvingcredit facility, and (b) a 1-year (automatically extendable to a 10-year)senior subordinated bridge facility in an aggregate principal amount of £1.8billion to be made available to Communications Cable Funding Corporation, oneof NTL’s subsidiaries. In addition, NTL and NTLIH agreed to engage thefinancial institutions for any take-out financing for the bridge facility. Theterms of the facilities are subject to further amendments prior to the closingof the merger transaction.

10

----

**Selected Operating Data**

We setforth in the following table certain data concerning our franchise at September 30,2005 and December 31, 2004:

| ** **                       | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                       | ** ** | **2005**               | ** ** | **2004**              | ** ** |
| Homes passed(1)                  |       |                   | 94,155     |                  |       |   | 93,063 |   |   |
| Homes  marketable(2)             |       |                   | 94,155     |                  |       |   | 93,063 |   |   |
| Total customers                  |       |                   | 36,719     |                  |       |   | 35,643 |   |   |
| Digital cable  subscribers       |       |                   | 21,546     |                  |       |   | 22,000 |   |   |
| Analog cable  subscribers        |       |                   | 2,608      |                  |       |   | 3,137 |   |   |
| Broadband  internet subscribers  |       |                   | 18,887     |                  |       |   | 15,275 |   |   |
| Telephony  subscribers           |       |                   | 31,768     |                  |       |   | 31,296 |   |   |
| Penetration  (homes marketed)(3) |       |                   | 39.0       | %                     |       |   | 38.0 | % |   |
| Churn(4)                         |       |                   | 1.0        | %                     |       |   | 1.3 | % |   |

----

(1)          “Homes passed” is thenumber of homes that have had ducting buried outside.

(2)          “Homes marketable”refers to the number of homes within our service area that can potentially beserved by our network with minimal connection costs.

(3)          “Penetration rate”measures the number of subscribers for our services divided by the number ofmarketable homes that our services pass.

(4)          “Customerchurn” is calculated by taking the total disconnects during the month anddividing them by the average number of customers during the month. Averagemonthly churn during the quarter is the average of the three monthly churncalculations within the quarter.

***Factors affecting our business***

***Customer Churn.******  ***Customer churn is a measureof the number of customers who stop using our services. An increase in ourcustomer churn can lead to increased costs and reduced revenue. We continue tofocus on improving our customer service and enhancing and expanding our serviceofferings to existing customers in an effort to manage our customer churn rate.Although our ability to reduce our customer churn rate beyond a base level islimited by factors like customers moving outside our network service area, inparticular during the summer season, managing our customer churn rate is asignificant component of our business plan. To help meet these objectives, NTLhas consolidated the number of billing systems for its residential customersfrom eleven at the beginning of 2003 to three currently. No assurances can bemade as to the timing of further integration efforts or the degree ofintegration ultimately accomplished. In addition, our customer churn rate mayalso increase if we are unable to deliver our services over our network withoutinterruption or if we fail to match offerings by our competitors.

***Competition.******  ***Our ability to acquire andretain customers and increase revenues depends on our competitive strength.There is significant competition in our markets, including through otherbroadband service providers, telephone services offered by BT, alternativeinternet access services like DSL, which is offered by BT, digital satellitetelevision services offered by BSkyB and digital terrestrial television offeredby Freeview. If competitive forces prevent us from charging the prices forthese services that we plan to charge, or if our competition is able to attractour customers or potential customers we are targeting, our results ofoperations will be adversely affected.

***CapitalExpenditures.******  ***Ourbusiness requires substantial capital expenditures on a continuing basis forvarious purposes, including expanding and upgrading our network, investing innew customer acquisitions, and offering new services. If we do not continue toinvest in our network, our ability to retain and acquire 

11

----

customers may be hindered.Therefore, our liquidity and the availability of cash to fund capital projectsare important drivers of our revenue. When our liquidity is restricted, so isour ability to meet our capital expenditure requirements. We believe that ourcash from operations, together with cash from NTL, will be sufficient for ourcash requirements through September 30, 2006. The merger transaction withTelewest will be financed with cash on hand and new financings which aredescribed in note 1.

***Currency Movements.******  ***Because revenue and expensesfrom our principal operations are denominated primarily in pounds sterling butwe report our financial results in U.S. dollars, our financial results areimpacted by currency fluctuations, which are unrelated to our underlyingresults of operations.

***Seasonality.******  ***Some of our revenue streamsare subject to seasonal factors. For example, telephone usage revenue bycustomers and businesses tends to be slightly lower during summer holidaymonths. Our customer churn rates include persons who disconnect service becauseof moves, resulting in a seasonal increase in our churn rates during the summermonths when higher levels of U.K. house moves occur and students leave theiraccommodations between school years.

***Integration ofBilling Systems.***   NTL’shistorical growth through acquisitions resulted in it inheriting numerousbilling systems, which had many differences in functionality, resulting ininefficiencies in its customer service processes. As a result of its billingsystems integration program, NTL has consolidated the number of billing systemsfor its residential customers from eleven at the beginning of 2003 to threecurrently.

NTL continues to evaluate how many billing systems itwill utilize for residential and business customers, taking into account theprospects for improved efficiencies and better customer service as well as theimpact on the business of additional migration of data. Accordingly, the timingand extent of further integration efforts remain under review. The total costsof the integration program, which has largely been completed, are approximately£100 million, or $179 million*.*

***Call CenterConsolidation.*****  **On April 7,2004, NTL announced the consolidation over the next eighteen months of itsthirteen U.K. customer service call centers into three equipped to handleanticipated expansion of its customer base. Following an internal review, NTLdecided to retain and develop three specialist call centers, to be supported byfour sales and customer support sites, located throughout the U.K. As part ofthe consolidation, NTL intends to make additional investments in technology andtraining in order to streamline processes and generate efficiencies. As of September 30,2005, NTL has incurred £26.5 million, or $47.0 million of costs, andNTL expects to incur a total approximately £29.0 million, or $51.0million, of costs to execute this program including property costs that will beexpensed as the properties are vacated.

If the integration of NTL’sbilling systems or the consolidation of its call centers are not successful,NTL could experience an adverse effect on our customer service, customer churnrate and costs of maintaining these systems going forward. NTL could alsoexperience operational failures related to billing and collecting revenue fromour customers which, depending on the severity of the failure, could have amaterial adverse effect on our business.

12

----

*Three months ended September 30,2005 and 2004*

Wepresent below summarized consolidated financial information for the threemonths ended September 30, 2005 and 2004:

| ** **                                                   | ** ** | **Three months ended** | ** ** | **Three months ended** | ** ** |
|--------------------------------------------------------------|------------|----------------------------------|------------|----------------------------------|------------|
| ** **                                                   | ** ** | **September 30,**           | ** ** | **September 30,**           | ** ** |
| ** **                                                   | ** ** | **2005**                         | ** ** | **2004**                         | ** ** | **%** | ** ** | **2005** | ** ** | **2004** | ** ** | **%** | ** ** |
| Revenue                                                      |       | $                                | 9,543,147  |                             | $          | 9,539,081 |   | 0.0 |   | £ | 5,350,821 |   | £ | 5,243,033 |   | 2.1 |   |
| Cost of goods sold (exclusive of items shown  below)    |       | $                                | (2,461,892 | )                                | (2,881,378 | ) | (14.6 | ) | £ | (1,383,034 | ) | (1,583,770 | ) | (12.7 | ) |
| Selling, general and adminstrative expenses                  |       | (23,699                          | )          | (26,313                          | )          | (9.9 | ) | (13,243 | ) | (14,459 | ) | (8.4 | ) |
| Management fees and allocated overhead from General  Partner |       | (4,131,305                       | )          | (3,538,172                       | )          | 16.8 |   | (2,317,090 | ) | (1,944,696 | ) | 19.1 |   |
| Other charges                                                |       | (88,578                          | )          | (88,007                          | )          | 0.6 |   | (48,299 | ) | (48,397 | ) | (0.2 | ) |
| Depreciation                                                 |       | (1,366,955                       | )          | (1,628,203                       | )          | (16.0 | ) | (770,179 | ) | (894,895 | ) | (13.9 | ) |
| Operating income                                             |       | 1,470,718                        |       | 1,377,008                        |       | 6.8 |   | 818,976 |   | 756,816 |   | 8.2 |   |
| Interest payable to General Partner and affiliates           |       | (569,321                         | )          | (552,638                         | )          | 3.0 |   | (318,884 | ) | (303,751 | ) | 5.0 |   |
| Exchange gains                                               |       | 26,204                           |       | 3,895                            |       | n/a |   | 15,393 |   | 2,143 |   | n/a |   |
| Income before minority interests                             |       | 927,601                          |       | 828,265                          |       | 12.0 |   | 515,485 |   | 455,208 |   | 13.2 |   |
| Minority interest                                            |       | (325,757                         | )          | —                           |       | — |   | (180,855 | ) | — |   | — |   |
| Net income                                                   |       | $                                | 601,844    |                             | $          | 828,265 |   | (27.3 | ) | £ | 334,630 |   | £ | 455,208 |   | (26.5 | ) |

 

*Revenue*

For the three months endedSeptember 30, 2005, revenue remained flat at $9.5 million in 2004 butrevenue expressed in pounds sterling increased by 2.1% to £5.4 million in 2005from £5.2 million in 2004. We have increased our revenue through an increase inthe number of broadband customers served by the South Herts System. At September 30,2005, we served 18,887 broadband customers compared with 14,339 at September 30,2004. At September 30, 2005, we served 11,618 ‘triple’ customers comparedwith 9,609 at September 30, 2004. A ‘triple’ customer subscribes to allthree services: internet, television and telephone access.

*Expenses*

*Costsof goods sold.**  *For thethree months ended September 30, 2005, costs of goods sold decreased by14.6% to $2.5 million from $2.9 million in 2004 but cost of goods soldexpressed in pounds sterling decreased by 12.7% to £1.4 million in 2005 from£1.6 million in 2004. Costs of goods sold as a percentage of revenue declinedto 25.8% for the three months ended September 30, 2005, from 30.2% for2004 primarily because revenue growth was focused on higher-margin products andcustomers, particularly broadband internet services.

*Selling,general and administrative expenses.**  *For the three months ended September 30, 2005,selling, general and administrative expenses decreased to $23,699 from $26,313in 2004. Selling, general and administrative costs represent investor relations’and independent accountant’s fees.

*Managementfees and allocated overhead.**  *Forthe three months ended September 30, 2005, management fees and allocatedoverhead increased by 16.8% to $4.1 million from $3.5 million in 2004 butmanagement fees and allocated overhead expressed in pounds sterling increased by19.1% to £2.3 million in 2005 from £1.9 million in 2004. The business of NTLSouth Herts is managed as an integral part of NTL. The combined costs ofmanaging the larger group are allocated to each entity within the NTL group,including NTL South Herts, on a proportional basis according to the level oftrading in that entity. The 

13

----

General Partner considersthis to be a fair and reasonable method. The increase in the amount charged tous for the three months ended September 30, 2005 is partly due to increasedrevenues as well as a higher allocable cost base in NTL.

*Other charges.**  *For the three months ended September 30, 2005,other charges remained flat at $88,578 compared to $88,007 in 2004. Othercharges represent restructuring costs allocated to us by a subsidiary of NTL inconnection with NTL’s call center consolidation program. These costs for thethree months ended September 30, 2005 mainlyrelate to restructuring charges incurred in connection with lease exit costs.For the three months ended September 30, 2004 other charges related to involuntaryemployee termination and related costs. Charges allocated to us by a subsidiaryof NTL are made on the basis of an allocation formula appropriate to eachcategory of charge that is based on management’s judgment of a reasonablemethodology given the facts and circumstances.

*Depreciationexpense*

For the three months endedSeptember 30, 2005, depreciation expense decreased to $1.4 million from$1.6 million in 2004 mainly due to capital assets becoming fully depreciatedduring the period, offset by increases due to customers installationsthroughout 2004.

*Interest expense*

For the three months ended September 30, 2005,interest expense increased to $569,321 from $552,638 in 2004. We incur intereston management fees paid on our behalf by an affiliate of the General Partner.The increase in interest expense is owing to the higher level of these unpaidfees as well as foreign exchange movements.

We paid no cash interestfor the three months ended September 30, 2005 and 2004.

*Exchange gains*

For the three months endedSeptember 30, 2005, foreign currency exchange gains were $26,204 ascompared with gains of $3,895 for 2004. The gain is primarily attributable tofluctuations in the valuation of the U.S. dollar on certain of our assets,liabilities and transactions, which are denominated in pounds sterling. Ourresults of operations will continue to be affected by foreign exchange ratefluctuations.

*Minority Interest*

For the three months endedSeptember 30, 2005, minority interest was $325,757. No minority interestwas recorded in the three months ended September 30, 2004 since the lossesof NTL South Herts applicable to the minority interest exceeded the minorityinterest in the equity capital of NTL South Herts. In accordance withAccounting Research Bulletin 51, or ARB 51, paragraph 15, such excess andfurther losses applicable to the minority interest have been charged againstthe majority interest, as there is no obligation on the part of the minorityinterest to make good such losses.

*Net income*

For the three months endedSeptember 30, 2005, net income was $601,844 as compared with $828,265 in2004. Net income has reduced primarily as a result of the minority interestcharge required for the three months ended September 30, 2005 but notapplicable to the three months ended September 30, 2004.

 

14

----

*Nine months ended September 30,2005 and 2004*

Wepresent below summarized consolidated financial information for the nine monthsended September 30, 2005 and 2004:

| ** **                                                       | ** ** | **Nine months ended** | ** ** | ** **  | ** ** | **Nine months ended** | ** ** | ** ** | ** ** |
|------------------------------------------------------------------|------------|---------------------------------|------------|-------------|------------|---------------------------------|------------|------------|------------|
| ** **                                                       | ** ** | **September 30,**          | ** ** | ** **  | ** ** | **September 30,**          | ** ** | ** ** | ** ** |
| ** **                                                       | ** ** | **2005**                        | ** ** | **2004**    | ** ** | **%**                           | ** ** | **2005**   | ** ** | **2004** | ** ** | **%** | ** ** |
| Revenue                                                          |       | $                               | 29,765,071 |        | $          | 28,104,275                      |       | 5.9        |       | £ | 16,143,330 |   | £ | 15,428,346 |   | 4.6 |   |
| Cost of goods  sold (exclusive of items shown below)             |       | (7,985,591                      | )          | (8,655,612  | )          | (7.7                            | )          | (4,331,051 | )          | (4,751,654 | ) | (8.9 | ) |
| Selling, general  and adminstrative expenses                     |       | (68,703                         | )          | (69,719     | )          | (1.5                            | )          | (37,262    | )          | (38,273 | ) | (2.6 | ) |
| Management fees  and allocated overhead from the General Partner |       | (12,963,719                     | )          | (10,639,824 | )          | 21.8                            |       | (7,030,979 | )          | (5,840,922 | ) | 20.4 |   |
| Other charges                                                    |       | (118,364                        | )          | (330,689    | )          | (64.2                           | )          | (64,196    | )          | (181,538 | ) | (64.6 | ) |
| Depreciation                                                     |       | (4,694,597                      | )          | (4,838,406  | )          | (3.0                            | )          | (2,546,153 | )          | (2,656,130 | ) | (4.1 | ) |
| Operating income                                                 |       | 3,934,097                       |       | 3,570,025   |       | 10.2                            |       | 2,133,689  |       | 1,959,829 |   | 8.9 |   |
| Interest payable  to General Partner and affiliates              |       | (1,737,180                      | )          | (1,630,325  | )          | 6.6                             |       | (942,174   | )          | (894,998 | ) | 5.3 |   |
| Exchange gains  (losses)                                         |       | 162,594                         |       | (26,310     | )          | n/a                             |       | 88,185     |       | (14,441 | ) | n/a |   |
| Income before  minority interests                                |       | 2,359,511                       |       | 1,913,390   |       | 23.3                            |       | 1,279,700  |       | 1,050,390 |   | 21.8 |   |
| Minority interest                                                |       | (808,460                        | )          | —      |       | —                          |       | (438,475   | )          | — |   | — |   |
| Net income                                                       |       | $                               | 1,551,051  |        | $          | 1,913,390                       |       | (18.9      | )          | £ | 841,225 |   | £ | 1,050,390 |   | (19.9 | ) |

 

*Revenue*

For the nine months ended September 30,2005, revenue increased by 5.9% to $29.8 million from $28.1 million in 2004 andrevenue expressed in pounds sterling increased by 4.6% to £16.1 million in 2005from £15.4 million in 2004. We have increased our revenue through through anincrease in the number of broadband customers served by the South Herts System.At September 30, 2005, we served 36,719 total customers compared with35,614 at September 30, 2004. At September 30, 2005, our penetrationrate was 39.0% compared with 38.3% at September 30, 2004.

*Expenses*

*Costsof goods sold.**  *For thenine months ended September 30, 2005, costs of goods sold decreased by7.7% to $8.0 million from $8.7 million in 2004 but cost of goods sold expressedin pounds sterling decreased by 8.9% to £4.3 million in 2005 from £4.8 millionin 2004. Costs of goods sold as a percentage of revenue declined to 26.8% forthe nine months ended September 30, 2005, from 30.8% for 2004 primarilybecause revenue growth was focused on higher-margin products and customers,particularly broadband internet services.

*Selling,general and administrative expenses.**  *For the nine months ended September 30, 2005,selling, general and administrative expenses decreased slightly to $68,703 from$69,719 in 2004. Selling, general and administrative costs represent investorrelations’ and independent accountant’s fees.

*Managementfees and allocated overhead.**  *Forthe nine months ended September 30, 2005, management fees and allocatedoverhead increased by 21.8% to $13.0 million from $10.6 million in 2004 butmanagement fees and allocated overhead expressed in pounds sterling increasedby 20.4% to £7.0 million in 2005 from £5.8 million in 2004. The business of NTLSouth Herts is managed as an integral part 

15

----

of NTL. The combined costsof managing the larger group are allocated to each entity within the NTL group,including NTL South Herts, on a proportional basis according to the level oftrading in that entity. The General Partner considers this to be a fair andreasonable method. The increase in the amount charged to us for the nine monthsended September 30, 2005 is due to increased revenues as well as a higherallocable cost base in NTL.

*Other charges.**  *For the nine months ended September 30, 2005,other charges decreased to $118,364 from $330,689 in 2004. Other chargesrepresent restructuring costs allocated to us by a subsidiary of NTL inconnection with NTL’s call center consolidation program and lease exit costs. Chargesallocated to us by a subsidiary of NTL are made on the basis of an allocationformula appropriate to each category of charge that is based on management’sjudgment of a reasonable methodology given the facts and circumstances.

*Depreciationexpense*

For the nine months ended September 30,2005, depreciation expense decreased to $4.7 million from $4.8 million in 2004mainly due to capital assets becoming fully depreciated in the period off setby the customers installations throughout 2004.

*Interest expense*

For the nine months ended September 30, 2005,interest expense increased to $1.7 million from $1.6 million in 2004. We incurinterest on management fees paid on our behalf by an affiliate of the GeneralPartner. The increase in interest expense is owing to the higher level of theseunpaid fees as well as foreign exchange movements.

We paid no cash interestfor the nine months ended September 30, 2005 and 2004.

*Exchange gains(losses)*

For the nine months ended September 30,2005, foreign currency exchange gains were $162,594 as compared with losses of$26,310 for 2004. The change is primarily attributable to fluctuations in thevaluation of the U.S. dollar on certain of our assets, liabilities andtransactions, which are denominated in pounds sterling. Our results ofoperations will continue to be affected by foreign exchange rate fluctuations.

*Minority Interest*

For the nine months ended September 30,2005, minority interest was $808,460. No minority interest was recorded in thenine months ended September 30, 2004 since the losses of NTL South Hertsapplicable to the minority interest exceeded the minority interest in theequity capital of NTL South Herts. In accordance with Accounting ResearchBulletin 51, or ARB 51, paragraph 15, such excess and further losses applicableto the minority interest have been charged against the majority interest, asthere is no obligation on the part of the minority interest to make good suchlosses.

*Net  income*

For the nine months ended September 30,2005, net income was $1,551,051 as compared with $1,913,390 in 2004. Net incomehas reduced primarily as a result of the minority interest charge required forthe nine months ended September 30, 2005 but not applicable to the ninemonths ended September 30, 2004.

16

----

**CondensedConsolidated Statement of Cash Flows**

In the nine months ended September 30,2005, we generated $1,203,488 from our operating activities compared with$1,833,020 in the nine months ended September 30, 2004, and used it topurchase fixed assets including customers installations. Our cash provided byoperating activities has decreased primarily due to repayment of amounts due toaffiliates. A significant proportion of the accounts payable to affiliates istransacted in pounds sterling translated at closing rates for balance sheets,whereas the movement in the accounts payable to affiliates in the cash flowstatement is translated at the average rate for the period, consequently thisvalue does equate to the movement between the balances on the opening andclosing balance sheets. When the rates vary significantly between the openingand closing positions, or when the average rate varies significantly from theclosing rates, the impact of foreign exchange will also be significant.

**Liquidity and Capital Resources**

We have no financing independent of NTL. We arereliant upon the support of NTL to continue our operations. As of September 30,2005, we had consolidated current liabilities of $55.1 million due to NTLcompared with $65.4 million as of December 31, 2004.

Historically, our source of cash had been the netproceeds of our offerings of limited partnership interests and our principaluses of cash have been capital contributions to NTL South Herts in order tofund our proportionate share of the construction costs of the South HertsSystem.

Accordingly, until suchtime as NTL South Herts begins to pay dividends on its ordinary shares (whichis not expected in the foreseeable future) we will be required to fund ouradministrative expenses by additional issuances of limited partnershipinterests or from borrowings. It is unlikely that we will be able to sell debtor equity securities in the public markets at least in the short term or toobtain financing from commercial banks. Accordingly, we are dependent on NTLfor funds to cover operating expenses, and will continue to be dependent uponNTL to meet our liquidity requirements for the foreseeable future. We expectthat cash from our operations in 2005 will be utilized fully for the purchaseof fixed assets including connecting new customers to our networks.

The merger transactionbetween NTL and Telewest will be funded with cash on hand and new financings,which are described in note 1.

**Item 3.   Quantitative and Qualitative DisclosuresAbout Market Risk**

The functional currency of NTL South Herts is poundssterling and all revenue and significantly all costs are incurred in poundssterling. We report in U.S. dollars. Therefore, we are exposed to fluctuationsin the pound sterling to U.S. dollar exchange rate.

The aggregate potential loss from a hypotheticalone-percent fall in the pound sterling / U.S. dollar exchange rate is $24,204for the nine months ended September 30, 2005.

We have no debt other thanamounts due to affiliates. As of September 30, 2005, we had approximately$55.1 million in amounts due to NTL. Consequently, we have little interest raterisk.

**Item 4.   Controls and Procedures**

(a)   *Disclosure Controls and Procedures*.   Our management,with the participation of the Chief Executive Officer and Chief FinancialOfficer of NTL*, has evaluated the effectivenessof our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, orthe Exchange Act) as of the end of the period covered by this report. Based onsuch evaluation, NTL’s Chief Executive Officer and Chief Financial Officer haveconcluded that, as 

17

----

ofthe end of such period, these controls and procedures are effective to ensurethat information required to be disclosed by the registrant in the reports theregistrant files or submits under the Exchange Act is recorded, processed,summarized, and reported within the time periods specified in the SEC’s rules andforms. These disclosure controls and procedures include, without limitation,controls and procedures designed to ensure that information required to bedisclosed by the registrant in the reports that it files or submits isaccumulated and communicated to the registrant’s management, including NTL’sChief Executive Officer and Chief Financial Officer, as appropriate to allowtimely decisions regarding required disclosure.

(b)   *Changes in Internal Control Over Financial Reporting*.   Therehave been no changes in our internal controls over financial reporting duringthe quarter ended September 30, 2005 that have materially affected, or arereasonably likely to materially affect, our internal controls over financialreporting covered by this Report.

----

*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

18

----

**Part II.   Other Information**

**Item 5.**   Other Information

None.

**Item 6.   Exhibits**

31.1                Certificationof Chief Executive Officer,* pursuant to Rule 13a-14(a) and Rule 15d-14(a) ofthe Exchange Act.

31.2                Certificationof Chief Financial Officer,* pursuant to Rule 13a-14(a) and Rule 15d-14(a) ofthe Exchange Act.

32.1                Certificationsof CEO and CFO* Pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes Oxley Act of 2002.

----

*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

19

----

**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

|                           | SOUTH HERTFORDSHIRE UNITED      |
|--------------------------------|---------------------------------|
|                           | KINGDOM FUND, LTD.              |
|                           | a Colorado  limited partnership |
|                           | By:                             | NTL  FAWNSPRING LIMITED, |
|                           |                            | its General Partner |
|                           | By:                             | /s/ ROBERT MACKENZIE |
|                           |                            | Robert Mackenzie |
|                           |                            | *Director of ntl Directors Limited* |
|                           |                            | *Corporate director of NTL Fawnspring Limited,* |
|                           |                            | *the General Partner of South Hertfordshire* |
|                           |                            | *United Kingdom Fund, Ltd.* |
| Dated: November 10,  2005 |                            |   |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.
|                       | **Name** | ** **                                                                                                            | ** ** |                             | **Title** | ** ** | ** ** |  | **Date** | ** ** |
|-----------------------|----------|-----------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|-----------|------------|------------|--|----------|------------|
| /s/ ROBERT  MACKENZIE |     | Director of ntl  Directors Limited,                                                                                   |       | November 10, 2005 |
| Robert  Mackenzie     |     | Corporate director of  NTL Fawnspring Limited, the General Partner of South Hertfordshire United  Kingdom Fund, Ltd.* |       |                        |
| /s/ ROBERT  GALE      |     | Director of ntl  Directors Limited,                                                                                   |       | November 10, 2005 |
| Robert Gale           |     | Corporate director of NTL Fawnspring Limited, the  General Partner of South Hertfordshire United Kingdom Fund, Ltd.*  |       |                        |

----

*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

20

----