FORM 10-Q
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


     (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, 1998.
                                   --------------------

     [ ]  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                                     84-1145140
     -------------------------------------------------------
     State of organization             I.R.S. employer I.D.#


Caxton Way, Watford Business Park, Watford, Hertfordshire WD1 8XH
-----------------------------------------------------------------
              Address of principal executive office


                        011 44 1923 258000
                        ------------------
                  Registrant'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
       -----                                          -----


<PAGE>


          SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                     (A Limited Partnership)

              UNAUDITED CONSOLIDATED BALANCE SHEETS


                                       September 30,   December 31,
                                           1998            1997
                                       ------------    ------------
ASSETS:

CASH AND CASH EQUIVALENTS              $    361,461    $    434,386

PREPAID EXPENSES                               --      $     19,919
                                       ------------    ------------

CURRENT ASSETS                              361,461         454,305

INVESTMENT IN CABLE TELEVISION AND
TELECOMMUNICATIONS PROPERTIES,
 net of  accumulated depreciation
 and amortization of $32,177,285 and
 $28,220,589 at September 30, 1998
 and December 31, 1997, respectively     79,564,969      75,924,942

OTHER ASSETS                                526,070         584,096
                                       ------------    ------------

        Total assets                   $ 80,452,500    $ 76,963,343
                                       ------------    ------------


LIABILITIES:
  Accounts payable to affiliates
   and related parties                 $ 21,046,161    $ 18,335,570
  Accrued liabilities                       127,518         134,018
  Short term obligations under
   capital leases                           458,190         888,516
                                       ------------    ------------

     Current liabilities                 21,631,869      19,358,104
  Long term debt                         32,752,100      31,756,220
  Long  term obligations under
   capital leases                           103,517         322,498
                                       ------------    ------------

     Total liabilities                   54,487,486      51,436,822
                                       ------------    ------------

COMMITMENTS AND CONTINGENCIES                  --              --
MINORITY INTERESTS                        8,822,046       8,588,899
PARTNERS' CAPITAL (DEFICIT):
  General Partner
    Contributed capital                       1,000           1,000
    Accumulated deficit                    (340,832)       (337,517)
                                       ------------    ------------

                                           (339,832)       (336,517)
                                       ------------    ------------
  Limited Partners
    Net contributed capital (56,935
     units outstanding at September
     30, 1998 and December 31, 1997
     respectively)                       48,817,997      48,817,997
  Accumulated deficit                   (33,461,134)    (33,132,920)
                                       ------------    ------------
                                         15,356,863      15,685,077
                                       ------------    ------------

Currency translation adjustment           2,125,937       1,589,062
                                       ------------    ------------

Total partners' capital                  17,142,968      16,937,622
                                       ------------    ------------

Total liabilities and partners'
 capital                               $ 80,452,500    $ 76,963,343
                                       ------------    ------------



  The accompanying notes to unaudited financial statements are
       an integral part of these unaudited balance sheets.


                                2
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                             SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                                       (A Limited Partnership)

                           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



                                         For the three months ended      For the nine months ended
                                                September 30,                  September 30,
                                        ----------------------------    ----------------------------
                                            1998            1997            1998            1997
                                        ------------    ------------    ------------    ------------

REVENUES                                $  6,928,913    $  6,176,665    $ 21,239,558    $ 17,312,057

COSTS AND EXPENSES:
  Operating                               (2,910,256)     (2,944,990)     (9,017,589)     (8,385,023)
  Selling, general and administrative        (54,720)       (706,538)       (161,159)     (1,698,774)
  Management fees and allocated
   overhead from the General Partner      (1,944,738)     (1,544,831)     (6,238,168)     (4,566,210)
  Depreciation and amortization             (953,114)     (1,555,052)     (3,317,033)     (4,526,713)
                                        ------------    ------------    ------------    ------------

OPERATING PROFIT (LOSS)                    1,066,085        (574,746)      2,505,609      (1,864,663)

OTHER INCOME (EXPENSE):
  Interest expense                        (1,150,337)       (972,779)     (2,912,132)     (2,498,965)
  Interest income                               --            13,926          39,703          52,696
                                        ------------    ------------    ------------    ------------

LOSS BEFORE MINORITY                         (84,252)     (1,533,599)       (366,820)     (4,310,932)
INTERESTS
  Minority interests                          (1,713)        481,158          35,291       1,332,475
                                        ------------    ------------    ------------    ------------

NET LOSS                                $    (85,965)   $ (1,052,441)   $   (331,529)   $ (2,978,457)
ALLOCATION OF NET LOSS:
  General Partner                       $       (860)   $    (10,525)   $     (3,315)   $    (29,785)
  Limited Partners                      $    (85,105)   $ (1,041,916)   $   (328,214)   $ (2,948,672)

NET LOSS PER LIMITED
 PARTNERSHIP UNIT                       $      (1.49)   $     (18.30)   $      (5.76)   $     (51.79)

WEIGHTED AVERAGE NUMBER
 OF LIMITED PARTNERSHIP
 UNITS OUTSTANDING                            56,935          56,935          56,935          56,935



  The accompanying notes to unaudited financial statements are
         an integral part of these unaudited statements.


</TABLE>


                                3
<PAGE>


          SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

                     (A Limited Partnership)

         UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                        For the nine months ended
                                              September 30,
                                        --------------------------
                                           1998           1997
                                        -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                              $  (331,529)   $(2,978,457)

Adjustments to reconcile net loss to
 net cash generated in operating
 activities:

  Minority interests                        (35,291)    (1,332,475)
  Depreciation and amortization           3,317,033      4,526,713

Change in operating assets and
 liabilities
  Decrease in other receivables                --          432,559
  Decrease (increase) in prepaid
   expenses and other assets                 94,341       (340,443)
  Increase  in accounts payable to
   related parties                        1,794,156      5,024,698
  (Decrease) increase in trade
   accounts payable and accrued
   liabilities                               (6,500)     1,354,056
                                        -----------    -----------
    Net cash generated in operating
     activities                           4,832,210      6,686,651

CASH FLOWS FROM INVESTING ACTIVITIES:
  Construction payments for cable
   television/telephony system           (4,246,588)    (8,783,660)
                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Increase in borrowings                       --        2,617,120
  Net decrease in bank overdraft               --         (687,367)
  Principal payments under capital
   leases                                  (669,992)      (377,652)
                                        -----------    -----------

    Net cash (used in) provided by
     financing activities                  (669,992)     1,552,101
                                        -----------    -----------

Effect of currency exchange rate
 changes                                     11,445       (116,578)
Decrease in cash and cash equivalents       (72,925)      (661,486)
Cash and cash equivalents, beginning
 of period                                  434,386      2,200,982
                                        -----------    -----------

Cash and cash equivalents, end of
 period                                 $   361,461    $ 1,539,496
                                        -----------    -----------

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid                           $ 2,380,647    $ 2,531,143



  The accompanying notes to unaudited financial statements are
         an integral part of these unaudited statements.


                                4
<PAGE>



             SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                        (A Limited Partnership)

                NOTES TO UNAUDITED FINANCIAL STATEMENTS



(1)  BASIS OF PRESENTATION

   The accompanying financial information should be read in
conjunction with the financial statements of the South
Hertfordshire United Kingdom Fund, Ltd. (the "Partnership"),
including the notes thereto, for the year ended December 31,
1997. The financial information included herein is unaudited.
However, in the opinion of management, such information reflects
all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the
Partnership at September 30, 1998 and its results of operations
and cash flows for the nine month periods ended September 30,
1998 and 1997. Results of operations for these periods are not
necessarily indicative of results to be expected for the full
year. As a result of the Partnership's ownership of 66.7 percent
of the shares of Bell Cablemedia (South Hertfordshire) Limited
("Bell Cablemedia South Herts"), for accounting purposes it has
been consolidated with the Partnership's operations.

(2)  INVESTMENT IN SUBSIDIARY

   Bell Cablemedia 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 (the "South Herts
System"). At September 30, 1998, the network consisted of
approximately 570 miles of cable plant and included approximately
87,300 homes released to operations. At September 30, 1998 the
South Herts System's cable television customers totalled
approximately 22,600 and the South Herts System's residential
telephony lines totalled approximately 29,500.

   On February 20, 1992, upon receipt of approval from United
Kingdom regulatory authorities, the Partnership acquired the
beneficial ownership of 100 percent of the shares of Bell
Cablemedia South Herts (formerly Jones Cable Group of South
Hertfordshire Limited). The acquisition by the Partnership of all
of the shares of Bell Cablemedia South Herts resulted in the
Partnership acquiring beneficial ownership of the South Herts
System. Through September 30, 1998, the total amount invested by
the Partnership to fund the South Herts System's construction and
development was approximately $48,800,000.

   In order to provide additional funding for the construction of
the South Herts System, two additional participants invested in
Bell Cablemedia South Herts in 1993 and 1994. Jones Intercable of
South Hertfordshire, Inc. invested (pound)3,400,000 in Bell
Cablemedia South Herts in exchange for 34,000 Class A shares in
November 1993. Also in November 1993, affiliates of Sandler
Capital Management (the "Sandler Group") committed to invest
(pound)6,800,000 in Bell Cablemedia South Herts, of which
(pound)2,266,600 was funded in November 1993 for 22,666 Class B
shares. In June 1994, the Sandler Group invested (pound)3,273,232
for 32,732 Class B shares and Jones Intercable of South
Hertfordshire, Inc. invested (pound)503,283 for 5,033 Class A
shares. In July 1994, the Sandler Group invested (pound)1,800,000
for 18,000 Class B shares and Jones Intercable of South
Hertfordshire Inc. invested (pound)466,800 for 4,668 Class B
shares.

   On June 10, 1994, Jones Global Group, Inc. ("Global Group"),
Jones Intercable, Inc. and certain of their subsidiaries
(collectively "Jones") and the Sandler Group entered into
agreements to transfer all of their interests in their United
Kingdom cable/telephony operations and franchises, including
Jones Intercable of South Hertfordshire, Inc.'s interest in Bell
Cablemedia South Herts, Jones Global Funds, Inc.'s general
partner interest in the Partnership and the Sandler Group's
interest in Bell Cablemedia South Herts to Bell Cablemedia plc
("BCM") in exchange for ordinary shares in the form of American
Depositary Shares ("ADSs") issued by BCM in connection with a
planned public offering of ADSs by BCM.

   On July 22, 1994, in connection with the closing of the public
offering by BCM, Jones and the Sandler Group completed the
exchange of their interests in United Kingdom cable/telephony
operations and franchises for ADSs issued by BCM. At closing, BCM
acquired Jones Intercable of South Hertfordshire, Inc.'s interest
in Bell Cablemedia South Herts, the Sandler Group's interest in
Bell Cablemedia South Herts and the general partner interest in
the Partnership. In October 1994, the Partnership invested
(pound)5,108,900 in Bell Cablemedia South Herts for 51,089 Class
A shares and BCM invested (pound)2,554,600 in Bell Cablemedia
South Herts for 25,546 Class A shares. In November 1994, the
Partnership invested (pound)1,410,000 in Bell Cablemedia South
Herts for 14,100 Class A shares and BCM invested (pound)705,000
in Bell Cablemedia


                                5
<PAGE>


South Herts for 7,050 Class A shares. As a result of these
transactions, Bell Cablemedia South Herts is now owned 66.7
percent by the Partnership and 33.3 percent by BCM, and the
general partner of the Partnership is now Fawnspring Limited (the
"General Partner"), a wholly owned subsidiary of BCM. The General
Partner provides consulting services to the Partnership. The
General Partner may delegate some or all of the consulting
services to BCM or to other affiliates.

   On December 17, 1996, BCM acquired control of an additional
55.6% of Videotron Holdings Plc ("Videotron"), increasing its
direct and indirect shareholding in that company to 81.8%. On the
same day, a subsidiary of C&W subscribed for additional shares in
BCM, increasing its stake in the company to 32.5%, with BCI's
indirect stake reducing to 32.5%.

   On January 8, 1997, BCM made an offer to acquire all the
remaining public and employee shares of Videotron. By April 1,
1997, BCM had increased its stake in Videotron to 100.0%.

   On October 22, 1996, C&W, BCI and NYNEX Corporation (now Bell
Atlantic) announced that they had entered into an agreement,
pursuant to which, subject to the satisfaction of certain
conditions precedent, the parties agreed to combine: (i) Mercury
Communications Limited ("Mercury"), (ii) BCM (as enlarged by the
acquisition of Videotron), and (iii) NYNEX Cablecomms Group PLC
and NYNEX Cablecomms Group Inc. (collectively "NYNEX CableComms")
under one company to be called Cable & Wireless Communications
plc ("CWC").

   C&W and Bell Atlantic presently own, directly or indirectly,
approximately 53% and 19% respectively, of the issued share
capital of CWC. Public shareholders hold the remaining 28%.

   CWC, through its subsidiaries and its interest in Bell
Cablemedia South Herts, holds exclusive cable television licenses
and related non-exclusive telecommunications licenses covering
more than six million potential residential customers,
representing approximately 25% of all homes in the United Kingdom
(including 59% of all homes in Greater London), and substantially
all small-to-medium sized business customers within its 47 cable
franchise areas.

(3)  TRANSACTIONS WITH AFFILIATED ENTITIES

   The General Partner of the Partnership or its affiliates are
entitled to be paid a consulting fee by Bell Cablemedia South
Herts. During the construction phases of the South Herts System,
this consulting fee was 2 percent of construction costs. After
completion of construction of each portion of the system, the
consulting fee for the completed portion is 5 percent of the
gross revenues, excluding revenues from the disposal of cable
television/telephony systems. The consulting fee is calculated
and payable monthly. Consulting fees paid or payable by Bell
Cablemedia South Herts for the three months ended September 30,
1998 and 1997 were $402,958 and $363,655 respectively. All of
these amounts were expensed on the Unaudited Consolidated
Statements of Operations for the three months ended September 30,
1998 and 1997 respectively.

   Consulting fees paid or payable by Bell Cablemedia South Herts
for the nine months ended September 30, 1998 and 1997 were
$1,170,103 and $952,687 respectively. All of these amounts were
expensed on the Unaudited Consolidated Statements of Operations
for the nine months ended September 30, 1998 and 1997
respectively.

   The General Partner and its affiliates are entitled to
reimbursement from Bell Cablemedia South Herts for direct and
indirect expenses allocable to the operation of the South Herts
system and from the Partnership for direct and indirect expenses
allocable to the operation of the Partnership, which include, but
are not limited to, 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 reasonable. During the three months ended
September 30, 1998 and 1997, reimbursements made by Bell
Cablemedia South Herts and the Partnership to the General Partner
or its affiliates for any allocable direct and indirect expenses
totalled $1,541,780 and $1,181,176 respectively. During the nine
months ended September 30, 1998 and 1997, reimbursements made by
Bell Cablemedia South Herts and the Partnership to the General
Partner or its affiliates for any allocable direct and indirect
expenses totalled $5,068,065 and $3,613,523 respectively. These
increases were due to an increase in the provision of services by
the General Partner in 1998 as compared to 1997.


                                6
<PAGE>


   The General Partner and its affiliates may make advances to,
and defer collection of fees and allocated expenses owed by the
Partnership, although they are not required to do so. The
Partnership will be 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, 1998 and 1997, this interest charge was $280,371 and
$129,685, respectively and for the nine months ended September
30, 1998 and 1997, the interest charge was $524,368 and $346,839,
respectively.


(4)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Currency Exchange Rates

   The costs incurred by Bell Cablemedia South Herts are
converted from United Kingdom pounds sterling to United States
dollars pursuant to Statement of Financial Accounting Standard
No. 52 ("SFAS 52"). Since pounds sterling represent Bell
Cablemedia South Herts functional currency, translation
adjustments related to recording assets and liabilities in United
States dollars at current exchange rates are charged or credited
directly to cumulative translation adjustment in shareholders'
equity. In the discretion of the General Partner, net proceeds
received from the sale of Partnership interests will be converted
from United States dollars to United Kingdom pounds sterling.
Likewise, net proceeds from the sale or refinancing of the
Partnership's cable television/telephony properties will be
converted from United Kingdom pounds sterling to United States
dollars in order to make any distributions to the partners.

   Limited Partner investments in Bell Cablemedia South Herts
were made at an average exchange rate of $1.62 per United Kingdom
pound sterling. The average exchange rate used in the preparation
of this report for the nine months ended September 30, 1998 was
$1.65 per United Kingdom pound sterling and the closing exchange
rate at September 30, 1998 was $1.70 per United Kingdom pound
sterling.

Property, Plant and Equipment

   Depreciation is provided on property, plant and equipment at
rates which are intended to write off the cost of the assets over
their estimated useful lives. Effect is given to commercial and
technical obsolescence. Depreciation is provided on a straight
line basis over 10-40 years for the cable network and other
electronic equipment, 40 years for freehold property and 3-10
years for office and other equipment. Depreciation of the
capitalized construction costs begins from the time of receiving
first revenues from subscribers.

(5)  FINANCINGS

   On April 18, 1995 Bell Cablemedia South Herts entered into an
agreement with two major banks to provide a (pound)25,000,000
revolving and term loan credit facility agreement maturing on
December 31, 2003 (the "South Herts Credit Agreement"). On
October 18, 1996, (pound)5,000,000 was canceled and the facility
reduced to (pound)20,000,000.

   The credit facility is structured as a revolving facility
through December 31, 1997, at which time the facility was
converted into a term loan. The term loan portion will require
repayment of outstanding principal amounts beginning in 1999,
with the final 50% of such amounts being repaid in 2002 and 2003.
The facility is divided into two tranches, denoted Facility A and
Facility B, and the aggregate amount drawn down under both
tranches may not exceed (pound)20,000,000. Amounts drawn down
under Facility A bear interest at sterling LIBOR plus a margin of
2.5%. The availability of Facility B of (pound)20,000,000 is
subject to certain conditions which have now been satisfied and
amounts drawn down under Facility B bear interest at sterling
LIBOR plus a margin ranging from 0.75% to 2.0% depending on the
bank debt ratio (the ratio of bank debt to annualised operating
cash flow) of Bell Cablemedia South Herts.


                                7
<PAGE>


   The South Herts Credit Agreement contains various covenants
including financial covenants such as a cumulative revenue test,
bank debt ratio, interest cover ratio, a fixed charges ratio and
a pro-forma debt service ratio and other covenants such as
restrictions on disposals and on the creation of indebtedness and
encumbrances. The South Herts Credit Agreement also includes a
restriction on the payment of dividends which provides that
dividends or distributions in respect of its issued share capital
and payments in respect of certain intercompany loans could not
be made prior to December 31, 1997. Such payments will be
permitted thereafter only if the bank debt ratio for the previous
two accounting quarters is less than 5.5:1 and no event of
default or potential event of default has occurred and is
continuing at such time and the payment of such dividend or
distribution will not give rise to an event of default or
potential default.

   The South Herts Credit Agreement contains certain events of
default, including non-payment of amounts due under the South
Herts Credit Agreement, breaches of representations and covenants
(including financial ratios) contained in the South Herts Credit
Agreement, cross-default to certain other indebtedness of Bell
Cablemedia South Herts, certain bankruptcy and insolvency events
and certain changes of ownership.

   The obligations of Bell Cablemedia South Herts under the South
Herts Credit Agreement are secured by first fixed and floating
charges over all of the assets of Bell Cablemedia South Herts. In
addition, there is a pledge of all of the share capital of Bell
Cablemedia South Herts given by Bell Cablemedia plc and the
Partnership as additional security for the facility.

   The General Partner believes that the South Herts Credit
Agreement will be sufficient to fund the completion of
construction and operation of the South Herts system. The amount
outstanding under the facility at September 30, 1998 was
(pound)19,300,000 and this amount was all drawn under Facility B.


                                8
<PAGE>


          SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                     (A Limited Partnership)

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

   The Partnership. The Partnership's source of cash has been the
net proceeds of its offerings of limited partnership interests.
Historically, the Partnership's principal uses of cash have been
capital contributions to Bell Cablemedia South Herts in order to
fund the Partnership's proportionate share of the construction
costs of the South Herts System. As discussed below, the General
Partner believes that no additional capital contributions will be
required to fund the completion of construction and operations of
the South Herts System. Accordingly, in the future, the
Partnership's uses of cash will be restricted to covering its
administration costs (principally insurance premiums, legal and
accounting costs associated with the Partnership's annual audit
and periodic regulatory filings and general administration). As
of September 30, 1998 the Partnership had current liabilities of
approximately $1,200,000 most of which were payable to the
General Partner.

   Bell Cablemedia South Herts. On April 18, 1995 Bell Cablemedia
South Herts entered into an agreement with two major banks to
provide a (pound)25,000,000 revolving and term loan credit
facility agreement maturing on December 31, 2003 (the "South
Herts Credit Agreement"). On October 18, 1996, (pound)5,000,000
was canceled and the facility reduced to (pound)20,000,000.

   The General Partner believes that the South Herts Credit
Agreement will be sufficient to fund the completion of
construction and operation of the South Herts system. The amount
outstanding under the facility at September 30, 1998 was
(pound)19,300,000 and this amount was all drawn under Facility B.


YEAR 2000 ISSUE

   The "Year 2000 Issue" consists of Computer programs and
embedded technology in equipment defining years using the last
two digits rather than all four digits of the applicable year and
could result in the complete or partial failure of computer
applications and equipment with embedded technology by or at the
year 2000. In conjunction with Cable & Wireless Communications
plc, Bell Cablemedia South Herts has established a year 2000
compliance plan and timetable. This includes a comprehensive
review to identify systems and equipment (both Bell Cablemedia
South Herts' and that of third party vendors) that could be
affected by the Year 2000 issue. Cable & Wireless Communications
plc is well advanced in its program. Given the many legacy
systems acquired through the merger, the scope and costs of the
program are inevitably significant. Total awareness of the scale
of work required to become Millennium compliant has been based on
a comprehensive audit of all the IT and network systems. The
program has detailed milestones for every activity and adequate
time has been allowed for extensive testing to ensure compliance.
The company believes it is well placed to ensure continuity of
its systems after January 1, 2000. Bell Cablemedia South Herts'
operations are highly dependent upon equipment with embedded
computer technology (network, switches etc.), the widespread
failure of which would have a material adverse impact on its
results of operations. In conjunction with Cable & Wireless
Communications plc, Bell Cablemedia South Herts will continually
review its progress against its year 2000 plans and conclude on
the appropriate and feasible contingency plans to reduce its
exposure to Year 2000 issues. Accounting rules require Year 2000
compliance costs to be expensed as incurred. Bell Cablemedia
South Herts' costs of Year 2000 compliance are included within
those for the Cable & Wireless Communications Group and an
analysis of those costs by has not been performed. Bell
Cablemedia South Herts will contribute its fair share of such
costs.


RESULTS OF OPERATIONS

   Revenues of the Partnership increased $752,248 for the three
months ended September 30, 1998, over the corresponding period in
1997 from $6,176,665 in 1997 to $6,928,913 in 1998. Revenues of
the Partnership increased


                                9
<PAGE>


$3,927,501 for the nine months ended September 30, 1998, over the
corresponding period in 1997 from $17,312,057 in 1997 to
$21,239,558 in 1998. These increases were the result of increases
in the South Herts System's customer base. The South Herts System
served approximately 22,600 basic cable television customers and
29,500 residential telephony lines at September 30, 1998 as
compared to approximately 21,700 basic cable television customers
and 26,750 residential telephony lines at September 30, 1997.

   Operating expenses decreased $34,734 for the three months
ended September 30, 1998 over the corresponding period in 1997
from $2,944,990 in 1997 to $2,910,256 in 1998. Operating expenses
increased $632,566 for the nine months ended September 30, 1998
over the corresponding period in 1997 from $8,385,023 in 1997 to
$9,017,589 in 1998.

   Selling, general and administrative expenses reduced $651,818
for the three months ended September 30, 1998 over the
corresponding period in 1997 from $706,538 in 1997 to $54,720 in
1998. Selling, general and administrative expenses reduced
$1,537,615 for the nine months ended September 30, 1998 over the
corresponding period in 1997 from $1,698,774 in 1997 to $161,159
in 1998. These reductions were due to reductions in overhead
costs, resulting from the provision of additional services by the
General Partner in 1998 as compared to 1997.

   Management fees and allocated overhead from the General
Partner increased by $399,907 for the three months ended
September 30, 1998 over the corresponding period in 1997, from
$1,544,831 in 1997 to $1,944,738 in 1998. Management fees and
allocated overhead from the General Partner increased by
$1,671,958 for the nine months ended September 30, 1998 over the
corresponding period in 1997, from $4,566,210 in 1997 to
$6,238,168 in 1998. These costs relate to additional services
provided by affiliates of the General Partner in order to reduce
overall costs by taking advantage of economies of scale within
the CWC Group.

   Depreciation and amortization expense decreased $601,938 for
the three months ended September 30, 1998, over the corresponding
period in 1997, from $1,555,052 in 1997 to $953,114 in 1998.
Depreciation and amortization expense decreased $1,209,680 for
the nine months ended September 30, 1998, over the corresponding
period in 1997, from $4,526,713 in 1997 to $3,317,033 in 1998.
These decreases were due to increases in the Partnership's
depreciable asset base resulting from the buildout of the South
Herts system, offset by a reduction of $320,000 to the previously
estimated write down of fixed assets at 31 December 1997.

   Interest expense increased by $177,558 for the three months
ended September 30, 1998 over the corresponding period in 1997,
from $972,779 in 1997 to $1,150,337 in 1998. Interest expense
increased by $413,167 for the nine months ended September 30,
1998 over the corresponding period in 1997, from $2,498,965 in
1997 to $2,912,132 in 1998. These increases were generally due to
interest on deferred fees charged by an affiliate of the General
Partner.

   Interest income decreased by $13,926 for the three months
ended September 30, 1998, over the corresponding period in 1997,
from $13,926 in 1997 to $nil in 1998. Interest income decreased
by $12,993 for the nine months ended September 30, 1998, over the
corresponding period in 1997, from $52,696 in 1997 to $39,703 in
1998. The decrease in interest income in the quarter ended
September 30, 1998 was due to lower surplus funds available for
investment in the three month period ended September 30, 1998 as
compared to the corresponding period in 1997.

   Net loss decreased by $966,476 for the three months ended
September 30, 1998, over the corresponding period in 1997, from a
loss of $1,052,441 in 1997 to a loss of $85,965 in 1998. Net loss
decreased by $2,646,928 for the nine months ended September 30,
1998, over the corresponding period in 1997, from $2,978,457 in
1997 to $331,529 in 1998. The reductions in net loss were due to
the increases in revenue, combined with reductions in
depreciation. The effect of these factors was only partly offset
by the increases in overheads and interest expense.


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<PAGE>


                    PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

   a)   Exhibits

        27 Financial Data Schedule

   b)   Reports on Form 8-K

        None




                            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 partnership
                                BY:  FAWNSPRING LIMITED
                                     Its General Partner



                                BY:  /s/ Robert Drolet
                                   ---------------------
                                     Robert Drolet
                                     Director


November 12, 1998.



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