**Exhibit 31**

 

**CERTIFICATIONS**

 

I, RobertMackenzie, certify that:

 

1.   Ihave reviewed this quarterly report on Form 10-Q of South Hertfordshire UnitedKingdom Fund, Ltd.

 

2.   Basedon my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.   Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report.

 

4.   Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s firstfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting.

 

5.   Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 

 
| Date:   May  13, 2004 | /s/  ROBERT MACKENZIE                                                                              |   |
|--------------------------------------|---------------------------------------------------------------------------------------------------------|--------|
|                                 | Robert  Mackenzie                                                                                       |
|                                 | Director of  Fawnspring Limited,  the General Partner of South Hertfordshire United Kingdom Fund, Ltd.* |

 

 

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*    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Scott E. Schubert are Directors of Fawnspring Limited, thegeneral partner of the Partnership, and the latter is Chief Financial Officerof NTL Incorporated, the indirect parent of Fawnspring Limited.

 

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**CERTIFICATIONS**

 

I, Scott E.Schubert, certify that:

 

1.   Ihave reviewed this quarterly report on Form 10-Q of South Hertfordshire UnitedKingdom Fund, Ltd.

 

2.   Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.   Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report.

 

4.   Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s firstfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting.

 

5.   Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b) Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:   May  13, 2004 | /s/  SCOTT E. SCHUBERT                                                                             |   |
|--------------------------------------|---------------------------------------------------------------------------------------------------------|--------|
|                                 | Scott E.  Schubert                                                                                      |
|                                 | Director of  Fawnspring Limited,  the General Partner of South Hertfordshire United Kingdom Fund, Ltd.* |

 

 

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* The Partnership has no Chief Executive Officer or Chief FinancialOfficer. Robert Mackenzie and Scott E. Schubert are Directors of FawnspringLimited, the general partner of the Partnership, and the latter is ChiefFinancial Officer of NTL Incorporated, the indirect parent of FawnspringLimited.

 

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