**Exhibit 32**

 

**Certification of CEO and CFO Pursuant to**

**18 U.S.C. Section 1350,**

**as Adopted Pursuant to**

**Section 906 of the Sarbanes-Oxley Act of2002**

 

In connection with the Quarterly Report on Form 10-Q of SouthHertfordshire United Kingdom Fund, Ltd. (the “Partnership”) for the quarterended June 30, 2004 as filed with the Securities and Exchange Commissionon the date hereof (the “Report”), Robert Mackenzie, as Director of FawnspringLimited, the general partner of the Partnership, and Scott E. Schubert, as Directorof Fawnspring Limited, the general partner of the Partnership, each herebycertifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, to the best of hisknowledge, that:

 

(1)          TheReport fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934; and

 

(2)          The informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Partnership.

 
| /s/  ROBERT MACKENZIE  |                                                                                                   |
|-----------------------------|--------------------------------------------------------------------------------------------------------|
| Name:                       | Robert Mackenzie                                                                                       |   |
| Title:                      | Director of Fawnspring Limited,  the General Partner of South Hertfordshire United Kingdom Fund, Ltd.* |
| Date:                       | August 11, 2004                                                                                   |   |
|                        |                                                                                                   |
| /s/  SCOTT E. SCHUBERT |                                                                                                   |
| Name:                       | Scott E. Schubert                                                                                      |   |
| Title:                      | Director of Fawnspring Limited,  the General Partner of South Hertfordshire United Kingdom Fund, Ltd.* |
| Date:                       | August 11, 2004                                                                                   |   |

 

A signed original of this written statement required bySection 906 of the Sarbanes-Oxley Act of 2002 has been provided to thePartnership and will be retained by the Partnership and furnished to theSecurities and Exchange Commission or its staff upon request.

 

This certification accompanies the Report pursuant to Section 906of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent requiredby the Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership forpurposes of Section 18 of the Securities Exchange Act of 1934.

 

 

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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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