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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




Form 10-Q

(Mark One)x
    
    Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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


Colorado
    
    84-1145140State of organization
    
    I.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 x No o

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

The number of limited partnership units of the registrant outstanding as
of September 30, 2003 was 56,935.



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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION   
|                              | ITEM 5. OTHER INFORMATION                                                                    
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|                              | SIGNATURES                                                                                   



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

INDEX

PageNumberPART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of September 30,
2003 (unaudited) and December 31, 2002
    
    
    1Condensed Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2003 and 2002
(unaudited)
    
    
    2Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2003 and 2002 (unaudited)
    
    
    3Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Results of
Operations and Financial Condition
    
    
    8Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    15PART II. OTHER INFORMATIONItem 5.
    
    Other Information
    
    
    16Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    17SIGNATURES
    
    
    18






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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,
    
    December 31,2003
    
    2002(unaudited)
    
    (see Note)AssetsFixed assets, net
    
    $
    56,080,613
    
    
    $
    58,877,094Other assets
    
    
    24,930
    
    
    
    96,570Total assets
    
    $
    56,105,543
    
    
    $
    58,973,664Liabilities and Partners DeficitCurrent liabilitiesAccounts payable to affiliates and related parties
    
    $
    61,132,191
    
    
    $
    62,691,338Total liabilities
    
    
    61,132,191
    
    
    
    62,691,338Commitments and contingenciesPartners capital (deficit)General PartnerContributed capital
    
    
    1,000
    
    
    
    1,000Accumulated deficit
    
    
    (537,664
    )
    
    
    (525,377
    )(536,664
    )
    
    
    (524,377
    )Limited PartnersContributed capital, net (56,935 units outstanding
at September 30, 2003 and December 31, 2002)
    
    
    48,817,997
    
    
    
    48,817,997Accumulated deficit
    
    
    (52,947,575
    )
    
    
    (51,731,154
    )(4,129,578
    )
    
    
    (2,913,157
    )Accumulated comprehensive loss
    
    
    (360,406
    )
    
    
    (280,140
    )Total Partners deficit
    
    
    (5,026,648
    )
    
    
    (3,717,674
    )Total liabilities and Partners deficit
    
    $
    56,105,543
    
    
    $
    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 SEPTEMBER 30, 2003

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Revenues
    
    $
    8,205,910
    
    
    $
    7,516,867
    
    
    $
    24,136,129
    
    
    $
    21,940,923Costs and expensesCost of goods sold (exclusive of items shown below)
    
    
    (2,606,818
    )
    
    
    (2,547,657
    )
    
    
    (8,025,979
    )
    
    
    (8,173,367
    )Selling, general and administrative expenses
    
    
    (18,250
    )
    
    
    (41,613
    )
    
    
    (54,750
    )
    
    
    (148,975
    )Management fees and allocated overhead from
the General Partner
    
    
    (3,179,765
    )
    
    
    (2,944,320
    )
    
    
    (9,817,850
    )
    
    
    (8,925,873
    )Other charges
    
    
    (153,471
    )
    
    
    (514,700
    )
    
    
    (153,471
    )
    
    
    (514,700
    )Depreciation
    
    
    (1,871,772
    )
    
    
    (2,064,893
    )
    
    
    (5,851,771
    )
    
    
    (5,602,926
    )Operating income (loss)
    
    
    375,834
    
    
    
    (596,316
    )
    
    
    232,308
    
    
    
    (1,424,918
    )Other expensesInterest payable to general partner and affiliates
    
    
    (453,674
    )
    
    
    (403,879
    )
    
    
    (1,335,035
    )
    
    
    (1,095,563
    )Other
    
    
    (24,158
    )
    
    
    (23,255
    )
    
    
    (72,482
    )
    
    
    (66,578
    )Exchange losses
    
    
    (9,287
    )
    
    
    (43,687
    )
    
    
    (53,499
    )
    
    
    (122,616
    )Net loss before minority interests
    
    
    (111,285
    )
    
    
    (1,067,137
    )
    
    
    (1,228,708
    )
    
    
    (2,709,675
    )Minority interests
    
    
    
    
    
    
    140,113
    
    
    
    
    
    
    
    596,409Net (loss)
    
    
    ($111,285
    )
    
    
    ($927,024
    )
    
    
    ($1,228,708
    )
    
    
    ($2,113,266
    )Allocation of net lossGeneral Partner
    
    
    ($1,113
    )
    
    
    ($9,270
    )
    
    
    ($12,287
    )
    
    
    ($21,133
    )Limited Partners
    
    
    (110,172
    )
    
    
    (917,754
    )
    
    
    (1,216,421
    )
    
    
    (2,092,133
    )Net loss
    
    
    ($111,285
    )
    
    
    ($927,024
    )
    
    
    ($1,228,708
    )
    
    
    ($2,113,266
    )Net (loss) per Limited Partnership unit
    
    
    ($1.94
    )
    
    
    ($16.12
    )
    
    
    ($21.37
    )
    
    
    ($36.75
    )Weighted average number of Limited
Partnership units outstanding
    
    
    56,935
    
    
    
    56,935
    
    
    
    56,935
    
    
    
    56,935


See accompanying notes.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine months endedSeptember 30,2003
    
    2002Cash flows from operating activitiesNet loss
    
    
    ($1,228,708
    )
    
    
    ($2,113,266
    )Adjustments to reconcile net loss to net cash provided by
operating activitiesMinority interests
    
    
    
    
    
    
    (596,409
    )Depreciation
    
    
    5,851,773
    
    
    
    5,602,926Change in operating assets and liabilitiesDecrease in other assets
    
    
    72,482
    
    
    
    97,828Decrease in accounts payable to affiliates and related parties
    
    
    (3,399,755
    )
    
    
    (1,582,837
    )Net cash provided by operating activities
    
    
    1,295,792
    
    
    
    1,408,242Cash flows from investing activitiesPurchase of fixed assets
    
    
    (1,295,792
    )
    
    
    (1,408,242
    )Net cash used in investing activities
    
    
    (1,295,792
    )
    
    
    (1,408,242
    )Movement in cash and cash equivalents
    
    
    
    
    
    
    Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    Supplemental disclosure of cash flow informationCash paid during the period for interest
    
    $
    
    
    
    $
    


See accompanying notes.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

Organization and Business

We are a limited partnership 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 for telephone, cable television and Internet services in the United
Kingdom, or the UK. 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 Herts with our results. NTL South Herts is a 33.3% indirect investment 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 is referred to as NTL.

Chapter 11 Reorganization

On May 8, 2002, NTL, NTL Europe, Inc. 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 were the operating
subsidiaries of NTL and NTL Europe. The Plan became effective on January 10,
2003, at which time NTL emerged from Chapter 11 reorganization.

Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial
statements in accordance with accounting principles in the United
States, or US
GAAP, generally accepted 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 US GAAP for
complete financial statements. In the opinion of our 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 September 30, 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 our Annual Report on Form 10-K for the year ended December
31, 2002.

Certain prior period amounts have been reclassified to conform to the current
presentation.

2. Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No.149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement did not have a significant effect on our results of operations,
financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, which requires variable interest
entities to be consolidated by the primary beneficiary of the entity if certain
criteria are met. FIN 46 is effective immediately for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN
46 become effective for us during the fourth quarter of 2003. The
implementation of this interpretation is not expected to have a significant
effect on our results of operations, financial condition or cash flows.

In November 2002, the Emerging Issues Task Force reached a consensus on EITF
No. 00-21, Revenue Arrangements with Multiple
Deliverables. EITF 00-21 provides guidance on how to account for arrangements that

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of EITF 00-21 did not have a significant effect on our results of
operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 replaced EITF 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.
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 our results of operations, financial condition or cash
flows.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, effective for us on January 1, 2003. SFAS No. 143 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 has not had a significant impact on our results
of operations, financial condition or cash flows.

3. Comprehensive loss (unaudited)

Comprehensive loss includes net loss as well as other comprehensive loss. Our
other comprehensive loss consists of changes in cumulative translation
adjustment. Comprehensive loss comprises (unaudited):

Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Net loss
    
    
    ($111,285
    )
    
    
    ($927,024
    )
    
    
    ($1,228,708
    )
    
    
    ($2,113,266
    )Foreign currency
translation
adjustments
    
    
    (14,252
    )
    
    
    23,964
    
    
    
    (80,266
    )
    
    
    40,493Comprehensive loss
    
    
    ($125,537
    )
    
    
    ($903,060
    )
    
    
    ($1,308,974
    )
    
    
    ($2,072,773
    )


4. Investment in subsidiary

We are a limited partnership that holds 66.7% of the shares of NTL South Herts,
which is principally engaged in the development, construction, management and
operation of broadband communications networks for telephone, cable television
and Internet services in the United Kingdom.

NTL South Herts 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, or the South
Herts System.

NTL South Herts is owned 33.3% by NTL (B) Limited, an indirect subsidiary of
NTL Incorporated. The General Partner is an indirect wholly owned subsidiary of
NTL Incorporated. The General Partner provides consulting services to us 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 NTL South Herts,
serves approximately 2.8 million residential cable television, Internet and
telephony customers as at September 30, 2003.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

5. Transactions with affiliated parties

Consulting and Management Fees

We pay a consulting fee to an affiliate of the General Partner. During the
construction phases of the South Herts System, this consulting fee was 2 percent of construction costs. Since completion of construction of each portion of
the system, the consulting fee for the completed portion has been 5 percent of
the gross revenues, excluding revenues from the sale of cable
television/telephony systems. The consulting fee is calculated and payable
monthly. We paid consulting fees for the three months ended September 30, 2003
and 2002 of $410,297 and $382,866 respectively. We paid consulting fees for the
nine months ended September 30, 2003 and 2002 of $1,206,807 and $1,125,209
respectively. These amounts were expensed in the Unaudited Condensed
Consolidated Statements of Operations for each period.

Distribution Ratios and Reimbursement

Any distributions made by us 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 our first cable
television system or from cash flow, such as from the sale or refinancing of a
system or upon our dissolution, 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 NTL
South Herts for direct and indirect expenses allocable to the operation of the
South Herts System, and from us for direct and indirect expenses allocable to
our operations, which include 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 September
30, 2003 and 2002, reimbursements made by NTL South Herts to the General
Partner or its affiliates for any allocable direct and indirect expenses
totaled $2,922,857 and $2,572,865 respectively. During the nine months ended
September 30, 2003 and 2002, reimbursements made by NTL South Herts to the
General Partner or its affiliates for any allocable direct and indirect
expenses totaled $8,764,432 and $7,800,664 respectively.

The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by us, although they are not
required to do so. We are 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 September 30, 2003 and 2002, interest on deferred fees of
$419,501 and $373,612 respectively, was charged by an affiliate of the General
Partner, and the General Partner respectively, charged interest on advances of
$34,173 and $30,267. For the nine months ended September 30, 2003 and 2002,
interest on deferred fees of $1,233,550 and $1,011,000, respectively, was
charged by an affiliate of the General Partner, and the General Partner,
respectively, charged interest on advances of $101,485 and $84,562.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

6. Fixed assets

Fixed assets consists of:

Estimated
    
    September 30,
    
    December 31,Useful Life
    
    2003
    
    2002(unaudited)Operating equipment
    
    3-40 years
    
    $
    122,401,608
    
    
    $
    116,110,470Other equipment
    
    3-50 years
    
    
    7,179,604
    
    
    
    6,978,494Construction in progress
    
    
    
    
    
    
    
    
    
    
    1,129,834129,581,212
    
    
    
    124,218,798Accumulated depreciation
    
    
    
    
    
    
    (73,500,599
    )
    
    
    (65,341,704
    )$
    56,080,613
    
    
    $
    58,877,094


We are currently evaluating the remaining useful economic lives of our fixed
assets. We expect to adopt new lives when the evaluation is completed. At
this time, we have not yet quantified the likely impact on our depreciation
charge upon the adoption of new lives.

7. Commitments and contingent liabilities

We had no significant contractual obligations and commercial commitments as of
September 30, 2003.

We are involved in legal proceedings and claims that arise in the ordinary
course of our business. In the opinion of the General Partner, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of our operations or liquidity.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Overview

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

Selected Operating Data

We set forth in the following table certain data concerning our franchise at
September 30, 2003 and December 31, 2002:

September 30,
    
    December 312003
    
    2002Homes passed (1)
    
    
    92,007
    
    
    
    91,749Homes marketed (2)
    
    
    92,007
    
    
    
    91,749Total customers
    
    
    32,856
    
    
    
    32,018Digital cable subscribers
    
    
    20,661
    
    
    
    20,681Analog cable subscribers
    
    
    4,248
    
    
    
    5,023Broadband internet subscribers
    
    
    9,882
    
    
    
    5,741Penetration (homes marketed) (3)
    
    
    35.7
    %
    
    
    34.9
    %Annualized Churn (4)
    
    
    12.8
    %
    
    
    12.9
    %




|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 total customers
by the number of homes marketed.
|-- |  | ---------------------------------------------------------------------------------------------------------



|4. |  | Churn is the number of customers not continuing with any of our products
expressed as a percentage of the total number of customers.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------

Results of Operations

We derive our revenue principally from monthly fees and usage charges. Our
packaging of services and pricing are designed to encourage our customers to use multiple
services like dual telephone and broadband, dual telephone and television or
triple telephone, television and Internet access.

The principal components of our
expenses include (1) payroll and other employee related costs;
(2) interconnection costs
paid to other carriers related to telephone services; (3) television
programming costs; (4) marketing and selling costs; (5) repairs
and maintenance; (6) facility related costs, like rent, utilities and rates;
and (7) provisions for bad debt. Our expenses include certain costs that are charged by a subsidiary of NTL for the
provision of network services and support, the use of NTLs national backbone
telephony network for carriage of our telephony traffic, as well as the
provision of technical infrastructure and network capacity by NTL for our
subscription Internet service and digital cable services, the provision of
corporate services, including finance, legal, human resources and facility
services, and for the provision of IT services, including our use of the
related IT equipment.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

We continue to focus on improving our customer service and increasing our
service offering to customers in an effort to curtail and control churn. 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. This effort is at a relatively early stage although
NTL has continued to make progress through September 30, 2003. Although the new
system does not yet support NTLs full suite of services, NTL expects to
complete the project substantially by late 2004. The total
project cost is estimated to be approximately £75 million, of which NTL has
incurred £46 million through September 30, 2003. If the full integration is not successful, we
could experience an adverse effect on our customer service, our churn rate and
our share of the costs of maintaining these systems going forward. We could
also experience operational failures related to billing and collecting revenue
from our customers, which, depending upon on the severity of the failure, could
have a material adverse effect on our business.

Our plan to control churn and to
increase average revenue per customer,
or ARPU, includes an increase in broadband services to our
existing customers. We believe that our triple play offering of telephony,
broadband access to the Internet and digital television will continue to prove
attractive to our existing customer base, which will result in higher ARPU as
revenues per existing customer increase. However, there is still significant
competition in our markets, through digital satellite and digital terrestrial
television and through alternative Internet access media, such as DSL offered
by BT. If in the future we are unable to charge the prices for these services
that we anticipate in our business plan in response to competition or if our
competition is able to attract our customers, our results of operations will be
adversely affected.

Three Months Ended September 30, 2003 and 2002

We present below summarized consolidated financial information for the three
months ended September 30:

Three months endedSeptember30,
    
    Increase (decrease)2003
    
    2002
    
    $
    
    %Revenues
    
    $
    8,205,910
    
    
    $
    7,516,867
    
    
    
    689,043
    
    
    
    9.2Cost of goods sold
    
    
    (2,606,818
    )
    
    
    (2,547,657
    )
    
    
    59,161
    
    
    
    2.3Selling,
general and administrative expenses
    
    
    (18,250
    )
    
    
    (41,613
    )
    
    
    (23,363
    )
    
    
    (56.1
    )Management fees and allocated overhead
    
    
    (3,179,765
    )
    
    
    (2,944,320
    )
    
    
    235,445
    
    
    
    8.0Other charges
    
    
    (153,471
    )
    
    
    (514,700
    )
    
    
    (361,229
    )
    
    
    (70.2
    )Depreciation
    
    
    (1,871,772
    )
    
    
    (2,064,893
    )
    
    
    (193,121
    )
    
    
    (9.4
    )Operating income (loss)
    
    
    375,834
    
    
    
    (596,316
    )
    
    
    (972,150
    )
    
    
    (163.0
    )Interest expense
    
    
    (453,674
    )
    
    
    (403,879
    )
    
    
    49,795
    
    
    
    12.3Other
    
    
    (24,158
    )
    
    
    (23,255
    )
    
    
    903
    
    
    
    3.9Exchange losses
    
    
    (9,287
    )
    
    
    (43,687
    )
    
    
    (34,400
    )
    
    
    (78.7
    )Net loss before minority interests
    
    
    (111,285
    )
    
    
    (1,067,137
    )
    
    
    (955,852
    )
    
    
    (89.6
    )Minority interests
    
    
    
    
    
    
    140,113
    
    
    
    (140,113
    )
    
    
    (100.0
    )Net loss
    
    
    ($111,285
    )
    
    
    ($927,024
    )
    
    
    (815,739
    )
    
    
    (88.0
    )


We have increased our revenues through price increases and an increase in the
number of broadband customers served by the South Herts System. At September
30, 2003, we served 9,882 broadband customers compared with 4,284 at September
30, 2002. We intend to drive the majority of revenue growth from increasing
revenue from existing customers rather than through the addition of new
customers. This allows us to achieve our revenue targets, have a lower capital
requirement owing to fewer installations, and improve our results as we reduce
costs.

Costs of goods sold have increased owing to the rise in our revenues.

We have made savings in selling, general and administrative costs through
negotiated reductions in investor relations costs and insurance.

9



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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

Management fees and allocated overhead to us from the General Partner have
increased in connection with our increased revenues. Management fees and allocated
overhead are charged as a percentage of our revenues.

Other charges include restructuring costs allocated to us by a subsidiary of
NTL. These costs are for employee severance and related costs.

Depreciation charge has decreased in connection with an increase in fully depreciated
assets. We are currently evaluating the remaining useful economic lives of our
fixed assets. We expect to adopt new lives when the evaluation is completed.
At this time, we have not yet quantified the likely impact on our depreciation
charge upon the adoption of new lives.

We incur interest on deferred charges paid on our behalf by the General
Partner. The increase in interest expense is in connection with the increase in the level
of unpaid management fee as well as foreign exchange movements.

The change in exchange losses is primarily attributable to fluctuations in the
valuation of the US Dollar on certain of our assets and transactions, which are
denominated in UK Pounds Sterling. Our results of operations will continue to
be affected by exchange rate fluctuations.

At September 30, 2003, NTL South Herts liabilities exceeded its assets. We have
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.

Nine Months Ended September 30, 2003 and 2002

We present below summarized consolidated financial information for the nine
months ended September 30:

Nine months endedSeptember 30,
    
    Increase (decrease)2003
    
    2002
    
    $
    
    %Revenues
    
    $
    24,136,129
    
    
    $
    21,940,923
    
    
    
    2,195,206
    
    
    
    10.0Cost of goods sold
    
    
    (8,025,979
    )
    
    
    (8,173,367
    )
    
    
    (147,388
    )
    
    
    (1.8
    )Selling, general and adminstrative expenses
    
    
    (54,750
    )
    
    
    (148,975
    )
    
    
    (94,225
    )
    
    
    (63.2
    )Management fees and allocated overhead
    
    
    (9,817,850
    )
    
    
    (8,925,873
    )
    
    
    891,977
    
    
    
    10.0Other charges
    
    
    (153,471
    )
    
    
    (514,700
    )
    
    
    (361,229
    )
    
    
    (70.2
    )Depreciation
    
    
    (5,851,771
    )
    
    
    (5,602,926
    )
    
    
    248,845
    
    
    
    4.4Operating income (loss)
    
    
    232,308
    
    
    
    (1,424,918
    )
    
    
    (1,657,226
    )
    
    
    (116.3
    )Interest expense
    
    
    (1,335,035
    )
    
    
    (1,095,563
    )
    
    
    239,472
    
    
    
    21.9Other
    
    
    (72,482
    )
    
    
    (66,578
    )
    
    
    5,904
    
    
    
    8.9Exchange losses
    
    
    (53,499
    )
    
    
    (122,616
    )
    
    
    (69,117
    )
    
    
    (56.4
    )Net loss before minority interests
    
    
    (1,228,708
    )
    
    
    (2,709,675
    )
    
    
    (1,480,967
    )
    
    
    (54.7
    )Minority interests
    
    
    
    
    
    
    596,409
    
    
    
    (596,409
    )
    
    
    (100.0
    )Net loss
    
    
    ($1,228,708
    )
    
    
    ($2,113,266
    )
    
    
    (884,558
    )
    
    
    (41.9
    )


We have increased our revenues through price increases and an increase in the
number of broadband customers served by the South Herts System. At September
30, 2003, we served 9,882 broadband customers compared with 4,284 at September
30, 2002. We intend to drive the majority of revenue growth from increasing
revenue from existing customers rather than through the addition of new
customers. This allows us to achieve our revenue targets, have a lower capital
requirement as a result of fewer installations and improve our results as we reduce
costs.

Costs of goods sold have reduced as a result of the benefits we have gained from the
efficiencies and cost reductions achieved by NTL.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

We have made savings in selling, general and administrative costs through
negotiated reductions in investor relations costs and insurance.

Management fees and allocated overhead to us from the General Partner have
increased in connection with our increased revenues. Management fees and allocated
overhead are charged as a percentage of our revenues.

Other charges include restructuring costs allocated to us by a subsidiary of
NTL. These costs are for employee severance and related costs.

Depreciation charge has increased as a result of movements in the US dollar UK
pound sterling exchange rates. In pound sterling terms, depreciation has
reduced because of an increase in fully depreciated assets. We are currently
evaluating the remaining useful economic lives of our fixed assets. We expect
to adopt new lives when the evaluation is completed. At this time, we have not
yet quantified the likely impact on our depreciation charge upon the adoption
of new lives.

We incur interest on deferred charges paid on our behalf by the General
Partner. The increase in interest expense is due to the increase in the level
of unpaid management fee as well as foreign exchange movements.

The change in exchange losses is primarily attributable to fluctuations in the
valuation of the US Dollar on certain of our assets and transactions, which are
denominated in UK Pounds Sterling. Our results of operations will continue to
be affected by exchange rate fluctuations.

At September 30, 2003 NTL South Herts liabilities exceeded its assets. We have
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.

Condensed Consolidated Statement of Cash Flows

In the nine months ended September 30, 2003, we generated $1,295,792 from our
operating activities compared with $1,408,242 in the nine months ended
September 30, 2002 and used it to purchase fixed assets including connecting
new customers to our network. Our cash from operations has reduced because of
the timing of payments we make to a subsidiary of NTL Incorporated for
reimbursement of costs it incurs on our behalf.

Liquidity and Capital Resources

Our source of cash has been the net proceeds of our offerings of limited
partnership interests. Historically, our principal uses of cash have been
capital contributions to NTL South Herts in order to fund our proportionate
share of the construction costs of the South Herts System. As of September 30,
2003, we had current liabilities of $61,132,191 due to NTL.

Accordingly, until such time as NTL South Herts begins to pay dividends on its
ordinary shares (which is not expected in the foreseeable future) we will be
required to fund our administrative expenses by additional issuances of limited
partnership interests or from borrowings. It is unlikely that we 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, we are
dependent on NTL for funds to cover operating expenses, and will continue to be
dependent upon NTL to meet our liquidity requirements for the foreseeable
future. We expect that cash from our operations will be utilized fully for the
purchase of fixed assets including connecting new customers to our networks in
the twelve months from October 1, 2003 to September 30, 2004.

Description of Indebtedness

Financing

We have no financing independent of NTL. We are reliant upon the support of
NTL to continue our operations. At September 30, 2003, we had $61,132,191 due
to NTL group companies.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

NTLs Completed Restructuring

On May 8, 2002, NTL (then known as NTL Communications Corp.), the ultimate
parent company of our General Partner, NTL Europe (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. The Plan became effective on January 10, 2003, at which time NTL
emerged from Chapter 11 reorganization.

Pursuant to the Plan, NTL Europe and its subsidiaries and affiliates were split
into two separate groups, and NTL and NTL Europe each emerged as independent
public companies. NTL became the holding company for NTL Europes principal UK
and Ireland assets and the ultimate parent company of our General Partner, and
NTL Europe became the holding company for its continental European and certain
other assets. We are no longer affiliated with NTL Europe.

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 their 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 their 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 Communication (now NTL
Incorporated), collectively referred to as 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 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 Bankruptcy Court confirmed the Plan 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

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

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.

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

Various 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 these forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements or
industry results to be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by these
forward-looking statements. These factors include those set forth under the
caption Risk Factors in NTLs Form 8-K filed on
November 3, 2003, for example:



| |  |  | potential adverse developments with respect to
NTL's and our liquidity
or results of operations;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | NTLs significant debt payments commencing in 2005 and other
contractual commitments coming due over the next several years;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | NTLs and our ability to fund and execute
its and our business plan;
| | - |  | --------------------------------------------------------------------



| |  |  | the impact of new business opportunities requiring significant
up-front investments;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain customers, increase our overall
market penetration and react to competition from providers of
alternative services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | NTLs ability to integrate its billing systems;
| | - |  | -----------------------------------------------



| |  |  | NTLs significant management changes;
| | - |  | -------------------------------------



| |  |  | NTLs and our ability to develop and maintain back-up for its critical
systems;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our ability to respond adequately to technological developments;
| | - |  | ----------------------------------------------------------------



| |  |  | NTLs and our ability to maintain contracts that are critical to our
operations;
| | - |  | --------------------------------------------------------------------------------



| |  |  | our ability to continue to design networks, install facilities,
obtain and maintain any required governmental licenses or approvals and
finance construction and development, in a timely manner at reasonable
costs and on satisfactory terms and conditions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest rate and currency exchange rate fluctuations;
| | - |  | ------------------------------------------------------



| |  |  | the impact of NTLs recent reorganization and subsequent
organizational restructuring; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | risks related to NTLs rights offering.
| | - |  | ---------------------------------------

We assume no obligation to update the forward-looking statements contained
herein to reflect actual results, changes in assumptions or changes in factors
affecting these statements.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No.149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement did not have a significant effect on our results of operations,
financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, which requires variable interest
entities to be consolidated by the primary beneficiary of the entity if certain
criteria are met. FIN 46 is effective immediately for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN
46 become effective for us during the fourth quarter of 2003. The
implementation of this interpretation is not expected to have a significant
effect on our results of operations, financial condition or cash flows.

In November 2002, the Emerging Issues Task Force reached a consensus on EITF
No. 00-21, Revenue Arrangements with Multiple Deliverables.
EITF 00-21 provides guidance on how to account for arrangements that involve
the delivery or performance of multiple products, services and/or rights to use
assets. The provisions of EITF 00-21 will apply to revenue arrangements entered
into in fiscal periods beginning after June 15, 2003. The adoption of EITF
00-21 did not have a significant effect on our results of operations, financial
condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 replaced EITF 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.
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 our results of operations, financial condition or cash
flows.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, effective for us on January 1, 2003. SFAS No. 143 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 has not had a significant impact on our results
of operations, financial condition or cash flows.

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

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. We
report in US dollars. Therefore, we are 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 $9,694 for the
nine months ended September 30, 2003.

We have no debt other than amounts due to affiliates. Consequently, we have
little interest rate risk. As of September 30, 2003, we had approximately $61.1
million due to affiliates.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Our management, with the participation
of Chief Executive Officer and Chief Financial Officer of NTL Incorporated*,
the indirect parent of the General Partner, has evaluated the effectiveness of
our disclosure controls and procedures (as such term is defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended, or the Exchange Act) as of the end of the period covered by this report. Based
on such evaluation, the directors of the General Partner have concluded that,
as of the end of such period, our disclosure controls and procedures are
effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by us in the reports that we file
or submit under the Exchange Act.

(b) Internal Control over Financial Reporting. There have not been any changes
in our internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter
to which this report relates that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of Fawnspring Limited, our
General Partner, and the latter is the Chief Financial Officer of NTL
Incorporated, the indirect parent of Fawnspring Limited.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Officers and Directors

Barclay Knapp ceased employment with NTL as its president and chief executive
officer and resigned as a director as of August 15, 2003. Mr. Knapp serves as
a consultant to NTL through December 31, 2003. Simon P. Duffy replaced Mr.
Knapp as NTLs chief executive officer. Mr. Duffy has served as NTLs chief
operating officer since March 2003.

On September 16, 2003, Charles Gallagher was appointed to NTLs board of
directors as a non-executive director.

Rights Offering

On September 26, 2003, NTL filed a registration statement on Form S-1
(Registration No. 333-109194) with the Commission relating to a proposed common
stock rights offering. On November 4, 2003, NTL declared a dividend to
stockholders of record of its common stock as of close of business on November
7, 2003, at no charge, of 0.702243 transferable rights for each share of its
common stock they hold on the record date. Each right entitles stockholders to
purchase one share at a purchase price of $40.00. In addition, in the event
all rights are not exercised, holders of rights may purchase additional shares
through the exercise of an over subscription privilege. The rights offering
period will expire on November 17, 2003.

If all rights are exercised, NTL will issue 35,750,000 shares and receive gross
proceeds of $1,430.0 million. NTL expects to use the net proceeds of
approximately $1,370.0 million to:



| |  | repay in full all obligations under the Exit Notes of $599.7 million. This amount reflects:
|- |  | -------------------------------------------------------------------------------------------



| |  |  | $502.8 million, the accreted value of the Exit Notes as of September 30, 2003,
| | - |  | ------------------------------------------------------------------------------



| |  |  | $50.5 million, the accreted value as of September 30, 2003 of the
additional Exit Notes used to make the July 1, 2003 interest payment,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $29.2 million, the accrued interest outstanding on the Exit Notes and
additional Exit Notes as of September 30, 2003, plus,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | $17.2 million, the accrued interest and the increase in accreted
value through the redemption date of the Exit Notes and the additional
Exit Notes outstanding as of September 30, 2003;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | pay approximately $616.2 million, representing 80% of the net proceeds
remaining after repayment of the Exit Notes as required under NTLs
senior credit and working capital facilities, together with cash on
hand of $69.1 million, as permanent repayment in full of all of NTLs
obligations under its working capital facility;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | transfer by inter-company funding of $102.7 million to NTLs
subsidiary NTL Communications Ltd. and some of its subsidiaries as
required by NTLs senior credit and working capital facilities,
representing two-thirds of the net proceeds remaining after repayment
of the Exit Notes and a repayment of a portion of the principal amount
of its working capital facility as described above; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the balance for general corporate purposes.
|- |  | -------------------------------------------

Two of NTLs stockholders, W.R. Huff Asset Management Co., L.L.C. and Franklin
Mutual Advisers, have agreed to exercise all of the rights to be distributed to
them, subject to customary conditions. These stockholders, who owned in the aggregate approximately 21.3% of
NTLs outstanding shares as of September 30, 2003, will purchase 7,626,309
shares as a result of the exercise of their rights. The rights offering is
being underwritten by Deutsche Bank Securities Inc, Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. as lead underwriters and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC
and UBS Securities LLC as co-managers. The underwriters have committed to
purchase up to 28,123,691 of the shares at the same purchase price to be paid
by stockholders, subject to customary conditions.

16



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##### Table of Contents






SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | a) |  | Exhibits
| | -- |  | --------



| | 31 |  | Certification of CEO and CFO* pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
| | -- |  | ---------------------------------------------------------------------------------------------------



| | 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
of 2002.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Reports on Form 8-K
| | -- |  | -------------------



| |  |  | None
| |  |  | ----



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of Fawnspring Limited, our
General Partner, and the latter is the Chief Financial Officer of NTL
Incorporated, the indirect parent of Fawnspring Limited.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17



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##### Table of Contents



SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED
(A LIMITED PARTNERSHIP)
QUARTER ENDED SEPTEMBER 30, 2003




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 partnershipBY: FAWNSPRING LIMITED
its General PartnerBY: /s/ Robert MackenzieRobert Mackenzie
Director and Secretary
November 14, 2003BY:  /s/ Scott E. SchubertScott E. Schubert
Director
November 14, 2003


18



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##### Table of Contents



Exhibit 31

CERTIFICATION

I, Robert Mackenzie, 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 statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely 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 a significant role in the registrants
internal control over financial reporting.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2003

/s/ Robert Mackenzie




Robert Mackenzie
Director and Secretary of Fawnspring Limited,
The General Partner of South Hertfordshire United Kingdom Fund, Ltd *




---

|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of Fawnspring Limited, our
General Partner, and the latter is the Chief Financial Officer of NTL
Incorporated, the indirect parent of Fawnspring Limited.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents



Exhibit 31

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 statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely 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 a significant role in the registrants
internal control over financial reporting.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2003

/s/ Scott E. Schubert




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




---

|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are Directors of Fawnspring Limited, our
General Partner, and the latter is the Chief Financial Officer of NTL
Incorporated, the indirect parent of Fawnspring Limited.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents



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 of 2002

In connection with the Quarterly Report on Form 10-Q of South
Hertfordshire United Kingdom Fund, Ltd. (the Partnership) for the quarterly
period ended September 30, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the Report), Robert Mackenzie and Scott E.
Schubert, as Directors of Fawnspring Limited, our general partner, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:



| | (1) |  | The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------



| | (2) |  | The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Partnership.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Robert MackenzieName:
    
    Robert MackenzieTitle:
    
    Director and Secretary of Fawnspring Limited, the General Partner of South Hertfordshire United Kingdom Fund, Ltd.*Date:
    
    November 14, 2003


/s/ Scott E. SchubertName:
    
    Scott E. SchubertTitle:
    
    Director of Fawnspring Limited, the General Partner of South Hertfordshire United Kingdom Fund, Ltd.*Date:
    
    November 14, 2003


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

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



---

|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are Directors of Fawnspring Limited, our
General Partner, and the latter is the Chief Financial Officer of NTL
Incorporated, the indirect parent of Fawnspring Limited.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------