**Exhibit 32**

 

**Certification of CEO and CFO Pursuant to18 U.S.C. Section 1350,as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002**

 

In connection with theQuarterly Report on Form 10-Q of South Hertfordshire United Kingdom Fund, Ltd.(the “Partnership”) for the quarter ended March 31, 2004 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), RobertMackenzie, as Director of Fawnspring Limited, the general partner of thePartnership, and Scott E. Schubert, as Director of Fawnspring Limited, thegeneral partner of the Partnership, each hereby certifies, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, to the best of his knowledge, that:

 

(1)       The Report fully complieswith the requirements of Section 13(a) or 15(d) of the Securities ExchangeAct of 1934; and

 

(2)       The information containedin the Report fairly presents, in all material respects, the financialcondition 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:                       | May 13, 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:                       | May 13, 2004                                                                                            |
|                             |                                                                                                         |  |

 

A signed original of thiswritten statement required by Section 906 of the Sarbanes-Oxley Act of2002 has been provided to the Partnership and will be retained by thePartnership and furnished to the Securities and Exchange Commission or itsstaff upon request.

 

This certificationaccompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Actof 2002 and shall not, except to the extent required by the Sarbanes-Oxley Actof 2002, be deemed filed by the Partnership for purposes of Section 18 ofthe 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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