<PAGE>   1
                                    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 June 30, 2000.
                                     --------------
      [ ]   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
<TABLE>
<S>                                                      <C>
Colorado                                                              84-1145140
--------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#
</TABLE>


        Ntl House, Bartley Wood Business Park, Hook, Hampshire, RG27 9XA
        ----------------------------------------------------------------
                      Address of principal executive office

                                + 44 1256 752000
                          -----------------------------
                          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                                                         No  X
         ---                                                        ---



<PAGE>   2


                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A LIMITED PARTNERSHIP)


                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                          Unaudited
                                                                           June 30,    December 31,
                                                                             2000          1999
                                                                             ----          ----
<S>                                                                    <C>             <C>
ASSETS:
-------
CASH AND CASH EQUIVALENTS                                                    $183,015       $273,189
                                                                         ----------------------------
CURRENT ASSETS                                                                183,015        273,189

INVESTMENT IN CABLE TELEVISION AND
TELECOMMUNICATIONS PROPERTIES, net of  accumulated
 Depreciation and amortization of  $36,204,067  and $36,038,632 at
 June 30, 2000  and December 31, 1999, respectively                        68,589,934     72,337,664


OTHER ASSETS                                                                  405,166        411,127
                                                                         ----------------------------
            Total assets                                                  $69,178,115    $73,021,980
                                                                         ----------------------------


LIABILITIES:
------------
  Accounts payable to affiliates and related parties                       $1,506,876     $1,469,517
  Accrued liabilities                                                         336,125        185,125
                                                                         ----------------------------
            Current liabilities of the Partnership                          1,843,001      1,654,642


  Accounts payable to affiliates and related parties                       23,395,380     19,645,066
  Current installments due on loan facility                                 6,303,505      5,615,721
  Short term obligations under capital leases                                       -         35,563
                                                                         ----------------------------
            Current liabilities of the Partnership & Company               31,541,886     26,950,992

  Long term debt                                                           18,324,144     23,398,838
                                                                         ----------------------------
            Total liabilities                                              49,866,030     50,349,830



MINORITY INTERESTS                                                          6,812,351      7,883,670
PARTNERS' CAPITAL (DEFICIT):
  General Partner
    Contributed capital                                                         1,000          1,000
    Accumulated deficit                                                      (369,640)      (355,851)
                                                                         ----------------------------
                                                                             (368,640)      (354,851)

  Limited Partners
    Net contributed capital (56,935 units outstanding at
      June 30, 2000 and December 31, 1999 respectively)                    48,817,997     48,817,997
  Accumulated deficit                                                     (36,313,152)   (34,948,050)
                                                                         ----------------------------
                                                                           12,504,845     13,869,947
Currency translation adjustment                                               363,528      1,273,384

                                                                         ----------------------------
Total partners' capital                                                    12,499,733     14,788,480
                                                                         ----------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                   $69,178,115    $73,021,980
                                                                         ----------------------------

</TABLE>

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


                                       2
<PAGE>   3



                SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                           (A LIMITED PARTNERSHIP)

               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                          For the three months ended    For the six months ended
                                                    June 30,                     June 30,
                                                    --------                     --------

                                                 2000          1999          2000           1999
                                                 ----          ----          ----           ----

<S>                                          <C>            <C>           <C>           <C>
REVENUES                                       $6,729,484   $7,091,227    $13,862,799   $14,324,315

COSTS AND EXPENSES:
  Operating                                    (2,669,877)  (2,680,869)    (5,520,996)   (5,343,736)
  Selling, general and administrative              (3,426)     (12,963)       (65,140)      (24,443)
  Management fees and allocated
    overhead from the General Partner          (3,489,559)  (2,900,247)    (6,160,071)   (5,056,706)
  Depreciation and amortization                (1,232,682)  (1,448,029)    (2,398,862)   (3,114,804)
                                             --------------------------------------------------------
OPERATING PROFIT                                 (666,060)       49,119      (282,270)       784,626


OTHER INCOME (EXPENSE):
  Interest expense                               (822,325)    (795,084)    (1,665,584)   (1,645,814)
  Other                                           (23,022)     (24,065)       (47,079)      (48,491)
                                             --------------------------------------------------------
(LOSS) PROFIT BEFORE MINORITY INTERESTS        (1,511,407)    (770,030)    (1,994,933)     (909,679)
  Minority interests                              474,552      267,213        616,004       271,012
                                             --------------------------------------------------------
NET (LOSS) PROFIT                             $(1,036,855)   $(502,817)   $(1,378,929)    $(638,667)
                                             --------------------------------------------------------
ALLOCATION OF NET (LOSS) PROFIT:
  GENERAL PARTNER                                $(10,369)     $(5,028)      $(13,789)      $(6,387)
  LIMITED PARTNERS                            $(1,026,486)   $(497,789)   $(1,365,140)    $(632,280)

NET (LOSS) PROFIT PER LIMITED
  PARTNERSHIP UNIT                                $(18.03)      $(8.74)       $(23.98)      $(11.11)

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

</TABLE>

                  UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

                                             For the three months ended  For the six months ended
                                                      June 30,                    June 30,
                                                      --------                    --------

                                                 2000          1999          2000          1999
                                                 ----          ----          ----          ----

<S>                                           <C>            <C>         <C>             <C>
NET (LOSS) PROFIT                             $(1,036,855)   $(502,817)  $(1,378,929)    $(638,667)
  Foreign currency translation adjustments      $(774,346)   $(410,466)    $(973,147)    $(893,776)
                                             -------------------------------------------------------
TOTAL COMPREHENSIVE (LOSS)/INCOME             $(1,811,201)   $(913,283)  $(2,352,076)  $(1,532,443)
                                             -------------------------------------------------------
</TABLE>







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



                                      3

<PAGE>   4



                SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

                           (A LIMITED PARTNERSHIP)

               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                           For the six months ended
                                                                                  June 30,
                                                                                  -------
                                                                           2000            1999
                                                                           ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>             <C>
  Net loss                                                             $(1,378,929)       $(638,667)
Adjustments to reconcile net loss to net cash generated in
-----------------------------------------------------------
operating activities:
---------------------
  Minority interests                                                      (616,004)        (271,012)
  Depreciation and amortization                                           2,398,862       3,114,804
Change in operating assets and liabilities
------------------------------------------
  Decrease in other assets                                                 (15,421)          48,491
  Increase in accounts payable to related parties                         5,175,437         902,846
  Decrease in trade accounts payable and accrued liabilities                151,000         (16,654)
                                                                     --------------------------------
     NET CASH GENERATED IN OPERATING ACTIVITIES                           5,714,945       3,139,808

CASH FLOWS FROM INVESTING ACTIVITIES:
  Construction payments for cable television/telephony system           (3,030,695)      (1,845,900)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Decrease in borrowings                                                (2,725,874)      (1,091,861)
  Principal payments under capital leases                                  (34,525)        (202,047)
                                                                     --------------------------------
      NET CASH USED IN FINANCING ACTIVITIES                             (2,760,399)      (1,293,908)


Effect of currency exchange rate changes                                   (14,025)          (3,887)
                                                                     --------------------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                           (90,173)          (3,887)
                                                                     --------------------------------

Cash and cash equivalents, beginning of period                             273,189           76,337

                                                                     --------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $183,015          $72,450
                                                                     --------------------------------

SUPPLEMENTAL CASH FLOW DISCLOSURES:
INTEREST PAID                                                           $1,126,725       $1,221,133
</TABLE>








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


                                      4

<PAGE>   5




                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, 1999. 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 June 30, 2000 and its results of operations and
cash flows for the six month periods ended June 30, 2000 and 1999. 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 ntl (South Hertfordshire) Limited (formerly Cable and
Wireless Communications (South Hertfordshire) Limited), (formerly Bell
Cablemedia (South Hertfordshire) Limited) (the "Company"), for accounting
purposes it has been consolidated with the Partnership's operations.


(2) INVESTMENT IN SUBSIDIARY

    The Company 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 June 30, 2000, the network included approximately 91,345 homes
released to operations. At June 30, 2000 the South Herts System's cable
television customers totaled approximately 25,783 and the South Herts System's
residential telephony lines totaled approximately 31,121. In addition, Digital
customers totaled 8,316 at that date.

    The Company is now owned 66.7 percent by the Partnership and 33.3 percent by
ntl (CWC) Limited, (formerly Cable & Wireless Communications plc), and the
general partner of the Partnership is now Fawnspring Limited (the "General
Partner"), a wholly owned subsidiary of ntl (CWC) Limited. The General Partner
provides consulting services to the Partnership. The General Partner may
delegate some or all of the consulting services to ntl (CWC) Limited or to other
affiliates.

    ntl (CWC) Limited, through its subsidiaries and its interest in the Company,
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.

    On July 26 1999, C&W, NTL Incorporated ("NTL") and C&W Comms announced:

(a) the proposed separation of C&W Comms into its corporate, business, Internet
    protocol and wholesale operations ("CWC DataCo") and its residential cable,
    business cable, indirect residential telephony, residential Internet and
    digital television development and services businesses ("CWC ConsumerCo"),
    (which includes the Company);

(b) the proposed indirect acquisition by C&W of the 47 per cent interest in CWC
    DataCo which is not currently attributable to it (thereby achieving 100 per
    cent ownership of CWC DataCo); and

(c) the proposed indirect acquisition by NTL of CWC ConsumerCo (together with
    the proposed separation of C&W Comms and the C&W acquisition, the
    "Transaction").

    Shareholder and other public documentation relevant to the Transaction, in
particular the documents required to solicit various shareholder and bondholder
consents, were posted on February 14, 2000 to holders of relevant securities of
C&W, NTL and C&W Comms. By May 10, 2000, the necessary competition clearances
relating to the NTL acquisition of CWC ConsumerCo and France Telecom's
investment in NTL were obtained from the UK Secretary of State for Trade and
Industry.

    Completion of the separation took place on May 30, 2000, at which date ntl
Inc. indirectly acquired CWC ConsumerCo; CWC ConsumerCo is subsequently trading
as ntl (CWC) Limited.

                                       5



<PAGE>   6



(3) TRANSACTIONS WITH AFFILIATED ENTITIES

    The General Partner of the Partnership or its affiliates are entitled to be
paid a consulting fee by the Company. 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 the
Company for the three months ended June 30, 2000 and 1999 were $350,492 and
$365,386 respectively. All of these amounts were expensed in the Unaudited
Consolidated Statements of Operations for the three months ended June 30, 2000
and 1999 respectively. Consulting fees paid or payable by the Company for the
six months ended June 30, 2000 and 1999 were $741,308 and $702,203 respectively.
All of these amounts were expensed in the Unaudited Consolidated Statements of
Operations for the six months ended June 30, 2000 and 1999 respectively.

    The General Partner and its affiliates are entitled to reimbursement from
the Company 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 June 30, 2000 and 1999, reimbursements made by the Company and the
Partnership to the General Partner or its affiliates for any allocable direct
and indirect expenses totaled $3,139,067 and $2,534,861 respectively. During the
six months ended June 30, 2000 and 1999, reimbursements made by the Company and
the Partnership to the General Partner or its affiliates for any allocable
direct and indirect expenses totaled $5,418,763 and $4,354,503 respectively.
These increases were due to an increase in the provision of services by the
General Partner in 2000 as compared to 1999.


    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 June 30, 2000 and 1999, this
interest charge was $241,199 and $190,555, respectively. For the six months
ended June 30, 2000 and 1999 this interest charge was $529,666 and $376,244,
respectively.


(4) FINANCINGS

    On April 18, 1995 the Company entered into an agreement with two major banks
to provide a pound sterling 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 sterling 5,000,000 was canceled and the facility reduced
to pound sterling 20,000,000.

    The credit facility was 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 2000, 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
sterling 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
sterling 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 annualized operating cash flow) of the Company.

    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 the Company, certain bankruptcy and insolvency events and certain changes of
ownership.


                                       6
<PAGE>   7

    The obligations of the Company under the South Herts Credit Agreement are
secured by first fixed and floating charges over all of the assets of the
Company. In addition, there is a pledge of all of the share capital of the
Company given by ntl (CWC) Limited 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 June 30, 2000 was
pound sterling 16,212,000 ($24,627,649) and this amount was all drawn under
Facility B.





















                                       7
<PAGE>   8

                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 the
Company 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 June 30, 2000 the
Partnership had current liabilities of $1,843,001 most of which were payable to
the General Partner.

    The Company. On April 18, 1995 the Company entered into an agreement with
two major banks to provide a pound sterling 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 sterling 5,000,000 was canceled and the
facility reduced to pound sterling 20,000,000.

    The General Partner believes that the South Herts Credit Agreement and
ongoing cash flows from operations will be sufficient to fund the completion of
construction and operation of the South Herts System. The amount outstanding
under the facility at June 30, 2000 was pound sterling 16,212,000 ($24,627,649)
and this amount was all drawn under Facility B.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The functional currency of the Company is UK pounds sterling and all revenue
and significantly all costs are incurred in UK pounds sterling. In order
partially to fund capital expenditure on the South Herts System, the Company
arranged a credit facility denominated in UK pounds sterling. The balance
outstanding on the facility at June 30, 2000 was pound sterling 16,212,000
($24,627,649) at the closing rate of pound sterling 1 = $1.52. The loan bears
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 annualized operating cash flow)
of the Company. At June 30, 2000, sterling LIBOR was 6.00%. The average interest
rate borne by the loan during the period was 8.1%.

    Repayment of the credit facility falls due as follows:
<TABLE>
<CAPTION>
                              pound sterling            $*
<S>                           <C>             <C>
    June 30, 2001                  4,149,500     6,303,505
    June 30, 2002                  4,825,000     7,329,658
    June 30, 2003                  4,825,000     7,329,658
    June 30, 2004                  2,412,500     3,664,828
                                   ---------     ---------
                                  16,212,000    24,627,649
                                  ----------    ----------


</TABLE>

    * At closing rate pound sterling 1 = $1.52


    This loan represents the Fund's principal exposure to market risk,
specifically to variations in the sterling LIBOR interest rate and in the UK
pound sterling - US dollar exchange rate. Exposure to foreign exchange risk is,
however, partially mitigated by the fact that the loan is denominated in the
functional currency of the Company.


YEAR 2000 ISSUE

    The year 2000 problem results from the use of two digits rather than four to
define the year in computer hardware and software and in electronic equipment.
When electronic systems process dates before and after January 1, 2000, they may
recognize a date represented by "00" as indicating the year 1900, instead of
2000. Unless steps are taken to re-program affected equipment and re-write
software, this may create processing ambiguities that can cause errors and
system failures, the effects of which may be limited or pervasive depending on
the computer chip, system or software, and its location and function. By
definition, the precise effects of the problem can only be estimated in advance
and will not be known with certainty until into and even after the year 2000
itself.


                                       8
<PAGE>   9

    The Company's 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. C&W Comms
established a year 2000 compliance plan and timetable that included a
comprehensive review to identify systems and equipment (both in the Company and
in third party vendors) that could be affected by the year 2000 issue. The Cable
& Wireless Millennium Program operated policies which conformed to the
requirements as set out in "DISC PD2000-1:1998 - a definition of Year 2000
conformity requirements", issued by the British Standards Institution. These
policies encompassed the verification of our key systems with regard to their
normal operation over key dates such as rollover from 1998 to 1999, September 9,
1999, the millennium transition, the leap year date of February 29, 2000 and the
transition between 2000 and 2001.

    The Company can report that over the millennium transition and subsequent
period (including February 29, 2000), all its critical business systems and
processes have continued to operate normally and as such, the program has been
completely successful. Having achieved its primary objective - continuity of
business and service to customers, ntl (CWC) Limited will continue to monitor
their network, critical business systems and key systems. The success of the
program over the millennium transition has provided added confidence that there
will not be any disruption over any other future dates.

    Accounting rules require that year 2000 compliance costs be expensed as
incurred. The Company's costs of year 2000 compliance are included within those
for ntl (CWC) Limited as a whole, and an analysis of these costs has not been
performed. The Company will continue to contribute its share of such costs.


RESULTS OF OPERATIONS

    Revenues of the Partnership fell by $361,743 for the three months ended June
30, 2000, from $7,091,227 over the corresponding period in 1999 to $6,729,484 in
2000. Overall, revenues of the Partnership fell by $461,516 for the six months
ended June 30, 2000, from $14,324,315 over the corresponding period in 1999 to
$13,862,799 in 2000. This decrease is attributable to an adverse exchange
movement. Overall in Pound sterling terms, the revenues have increased. The
South Herts System served approximately 25,783 basic cable television customers
and 31,121 residential telephony lines at June 30, 2000 as compared to
approximately 23,300 basic cable television customers and 30,400 residential
telephony lines at June 30, 1999. In January 2000, ntl (CWC) Limited began its
rollout of Digital services in the South Herts franchise area. At June 30, 2000,
the Company served approximately 8,316 digital customers, an increase of 3,424
from March 31, 2000.

    Operating expenses decreased $10,992 for the three months ended June 30,
2000, from $2,680,869 over the corresponding period in 1999 to $2,669,877 in
2000. Operating expenses increased $177,260 for the six months ended June 30,
2000, from $5,343,736 over the corresponding period in 1999 to $5,520,996 in
2000. The overall increase resulted from the continuing pressure on costs
experienced by the ntl (CWC) Limited Group.

    Selling, general and administrative expenses reduced $9,537 for the three
months ended June 30, 2000, from $12,963 over the corresponding period in 1999
to $3,426 in 2000. Selling, general and administrative expenses increased
$40,697 for the six months ended June 30, 2000, from $24,443 over the
corresponding period in 1999 to $65,140 in 2000. These increases were due to
higher direct overhead costs, resulting from the provision of additional
services by the General Partner in 2000 as compared to 1999, offset by exchange
gains in the quarter.

    Management fees and allocated overhead from the General Partner increased by
$589,312 for the three months ended June 30, 2000, from $2,900,247 over the
corresponding period in 1999 to $3,489,559 in 2000. Management fees and
allocated overhead from the General Partner increased by $1,103,365 for the six
months ended June 30, 2000, from $5,056,706 over the corresponding period in
1999 to $6,160,071 in 2000. Extra costs have been incurred due to the rollout of
digital services in the South Herts franchise area.

    Depreciation and amortization expense decreased $215,347 for the three
months ended June 30, 2000, from $1,448,029 over the corresponding period in
1999 to $1,232,682 in 2000. Depreciation and amortization expense decreased
$715,942 for the six months ended June 30, 2000, from $3,114,804 over the
corresponding period in 1999 to $2,398,862 in 2000.

    Interest expense increased by $27,241 for the three months ended June 30,
2000, from $795,084 over the corresponding period in 1999 to $822,325 in 2000.
Interest expense increased by $19,770 for the six months ended June 30, 2000,
from $1,645,814 over the corresponding period in 1999 to $1,665,584 in 2000.
Although the loan principal and consequently the attributable interest is
decreasing, the Company and Partnership are incurring additional interest on
deferred charges paid for by the General Partner.



                                       9
<PAGE>   10

    Net loss increased by $534,038 for the three months ended June 30, 2000,
from a loss of $502,817 over the corresponding period in 1999 to a loss of
$1,036,855 in 2000. Net loss increased by $740,262 for the six months ended June
30, 2000, from a loss of $638,667 over the corresponding period in 1999 to a
loss of $1,378,929 in 2000. The increases in net loss are due to the additional
costs incurred by the Company following the rollout of digital services in the
South Herts franchise area in January 2000, and the Company reducing its prices
to maintain its position in the competitive environment in which it operates.
































                                       10
<PAGE>   11

                          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 M. MacKenzie
                                                   ---------------------------
                                                     Robert M. MacKenzie
                                                     Director
                                                     14 August, 2000



















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