**Exhibit 31**

 

**CERTIFICATIONS**

** **

I, RobertMackenzie, director of ntl Directors Limited, 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 andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             [Omitted pursuant to SEC Release No.33-8238];

 

c)              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s third fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial 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 materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:November  15, 2004 |   | /s/ ROBERT  MACKENZIE                                                  |   |
|-------------------------|--------|------------------------------------------------------------------------|--------|
|                    |   | Robert  Mackenzie                                                      |
|                    |   | Director of  ntl Directors Limited,                                    |
|                    |   | Corporate  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 Robert Gale are Directors of ntl DirectorsLimited, which is a corporate director of Fawnspring Limited, the generalpartner of the Partnership.

 

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**CERTIFICATIONS**

** **

I, RobertGale, director of ntl Directors Limited, 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 andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             [Omitted pursuant to SEC Release No.33-8238];

 

c)              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s third fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting.

 

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

 

a)              All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
| Date:November 15, 2004 |   | /s/ ROBERT GALE                                                        |   |
|------------------------|--------|------------------------------------------------------------------------|--------|
|                   |   | Robert Gale,  director, for ntl Directors Limited,                     |
|                   |   | Corporate  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 Robert Gale are Directors of ntl DirectorsLimited, which is a corporate director of Fawnspring Limited, the generalpartner of the Partnership.

 

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