UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-Q

(Mark One)ý

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2008o

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period
from                             to


Commission File Number: 000-19889



South Hertfordshire United Kingdom Fund, Ltd.(Exact name of registrant as specified in charter)

Colorado(State of organization)

84-1145140
(I.R.S. employer identification no.)Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP, England(Address of principal executive offices)

011 44 1256 752000(Registrant's telephone number, including area code)


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 ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o
No ý

The number of limited partnership units of the registrant outstanding as of August 5, 2008 was 56,935.



---





TABLE OF CONTENTS

Page
NumberPART I.
FINANCIAL INFORMATIONItem 1.

Financial Statements

5Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007

5Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007

6Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007

7Notes to Condensed Consolidated Financial Statements

8Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

11Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20Item 4.

Controls and Procedures

20PART II.OTHER INFORMATIONItem 1.

Legal Proceedings

21Item 1A.

Risk Factors

21Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21Item 3.

Defaults Upon Senior Securities

21Item 4.

Submission of Matters to a Vote of Security Holders

21Item 5.

Other Information

21Item 6.

Exhibits

21SIGNATURES

22


2

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

Various statements contained in this document constitute "forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. Words like "believe", "anticipate", "should", "intend", "plan", "will", "expects", "estimates", "projects", "positioned", "strategy" and similar expressions
identify these forward-looking statements, which 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, among others,
include:



These
and other factors are discussed in more detail under "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2007,
as filed with the Securities and Exchange Commission, or SEC, on March 27, 2008. We assume no obligation to update our forward-looking statements to reflect actual results, changes in
assumptions or changes in factors affecting these statements.

3

---



Note Concerning Virgin Media Inc.

On March 3, 2006, Virgin Media Holdings Inc. (then known as NTL Incorporated) merged with a subsidiary of Virgin
Media Inc., or Virgin Media (then known as Telewest Global Inc., or Telewest). Following the merger, Telewest changed its name to NTL Incorporated and, subsequently to Virgin
Media Inc.

Virgin
Media entered into a license agreement with Virgin Enterprises Limited under which it is licensed to use certain Virgin trademarks within the U.K. and the Republic of Ireland. As
a result, in February 2007, Virgin Media rebranded its consumer and a large part of its content businesses to "Virgin Media". It also changed the name of its corporate parent from NTL Incorporated to
Virgin Media Inc. and the name of one of its principal operating subsidiaries from NTL Group Limited to Virgin Media Limited.

In
this quarterly report, unless the context otherwise requires, the term "we", "us", "our" and similar terms refers to South Hertfordshire United Kingdom Fund, Ltd. and its
subsidiaries, and Virgin Media refers to Virgin Media Inc., the parent of our general partner, as further described herein.

Exchange Rates

The following table sets forth, for the periods indicated, the high, low, period average and period end noon buying rate in the City of
New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York expressed as U.S. dollars per £1.00. The noon buying rate of the pound sterling on
June 30, 2008 was $1.9906 per £1.00.

U.S. Dollars per £1.00Six months ended June 30,

Period End

Average(1)

High

Low2007

$
2.0063

$
1.9795

$
2.0063

$
1.92352008


1.9906


1.9860


2.0311


1.9405


---

The above rates may differ from the actual rates used in the preparation of the condensed consolidated financial statements and other financial
information appearing in this quarterly report. Our inclusion of these exchange rates is not meant to suggest that the pound sterling amounts actually represent these U.S. dollar amounts or that these
amounts could have been converted into U.S. dollars at any particular rate, if at all.

Unless
we otherwise indicate, all U.S. dollar amounts as of June 30, 2008 are translated to U.S. dollars at an exchange rate of $1.9906 to £1.00, all amounts disclosed
for the six months ended June 30, 2008 are based on an average exchange rate of $1.9749 to £1.00, and all amounts disclosed for the six months ended June 30, 2007 are based
on an average exchange rate of $1.9706 to £1.00. All amounts disclosed as of December 31, 2007 are based on an exchange rate of $1.9843 to £1.00. U.S. dollar amounts for
the three months ended June 30, 2008 and 2007 are determined by subtracting the U.S. dollar converted financial result for the three months ended March 31, 2008 and 2007 from the U.S.
dollar converted financial result for the six months ended June 30, 2008 and 2007, respectively. All rates are based on the noon buying rate in the City of New York for cable transfers as
certified for customs purposes by the Federal Reserve Bank of New York. The variation among the exchange rates for 2008 and 2007 has affected the dollar comparisons.

4

---





PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.  (A LIMITED PARTNERSHIP)    CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,
2008

December 31,
2007(unaudited)

(see note)AssetsFixed assets, net

$
58,942,034

$
61,517,485Total assets


58,942,034


61,517,485Liabilities and Partners' DeficitCurrent liabilitiesAccounts payable to affiliates and related parties

$
62,641,256

$
66,040,564Total liabilities


62,641,256


66,040,564Minority interestMinority interest


228,963


Partners' Capital (Deficit)General PartnerContributed capital


1,000


1,000Accumulated deficit


(523,658
)

(529,556
)(522,658
)

(528,556
)Limited PartnersContributed capital, net (56,935 units outstanding atJune 30, 2008 and December 31, 2007)


48,817,997


48,817,997Accumulated deficit


(51,561,133
)

(52,145,026
)(2,743,136
)

(3,327,029
)Partners' Capital (Deficit)


(3,265,794
)

(3,855,585
)Accumulated other comprehensive loss


(662,391
)

(667,494
)Total Partners' deficit


(3,928,185
)

(4,523,079
)Total Liabilities and Partners' Deficit

$
58,942,034

$
61,517,485


---

Note:
The balance sheet at December 31, 2007 has been derived from audited financial statements at that date.

See
accompanying notes.

5

---





SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.  (A LIMITED PARTNERSHIP)    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited)

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Revenue

$
8,694,107

$
9,836,198

$
18,060,705

$
19,940,121Costs and expensesCost of goods sold (exclusive of depreciation shown separately below)


(2,181,593
)

(2,556,179
)

(4,452,781
)

(5,084,793
)Selling, general and administrative expenses


(23,537
)

(23,704
)

(44,224
)

(54,391
)Management fees and allocated overhead from the General Partner


(3,310,481
)

(4,418,403
)

(6,905,089
)

(8,994,849
)Other income (charges)


17,337


(27,213
)

(25,689
)

(144,846
)Depreciation


(1,788,585
)

(1,721,449
)

(3,441,208
)

(3,550,107
)Operating income


1,407,248


1,089,250


3,191,714


2,111,135Other expensesInterest payable to General Partner and affiliates


(1,135,840
)

(1,341,267
)

(2,367,105
)

(2,625,908
)Exchange losses


(6,206
)

(44,898
)

(7,661
)

(56,595
)Profit (loss) before minority interest


265,202


(296,915
)

816,948


(571,368
)Minority interest expense


(119,380
)




(227,157
)

Net profit (loss)

$
145,822

$
(296,915
)
$
589,791

$
(571,368
)Allocation of net profit (loss)General Partner

$
1,458

$
(2,969
)
$
5,898

$
(5,714
)Limited Partner


144,364


(293,946
)

583,893


(565,654
)Net profit (loss)

$
145,822

$
(296,915
)
$
589,791

$
(571,368
)Net profit (loss) allocated to limited partners per limited partnership unit

$
2.54

$
(5.16
)
$
10.26

$
(9.94
)Average number of limited partnership units outstanding


56,935


56,935


56,935


56,935


See
accompanying notes.

6

---





SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.  (A LIMITED PARTNERSHIP)    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)

Six months ended
June 30,2008

2007Cash flows from operating activitiesNet profit (loss)

$
589,791

$
(571,368
)Adjustments to reconcile net profit (loss) to net cash provided by operatingactivities:Minority interest expense


227,157


Depreciation


3,441,208


3,550,107Change in operating assets and liabilities:Decrease in accounts payable to affiliates and related parties


(3,565,058
)

(1,329,365
)Net cash provided by operating activities


693,098


1,649,374Cash flows from investing activitiesPurchase of fixed assets


(693,098
)

(1,649,374
)Net cash used in investing activities


(693,098
)

(1,649,374
)Movement in cash





Cash and cash equivalents at beginning of period





Cash and cash equivalents at end of period

$


$



See
accompanying notes.

7

---



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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Basis of Presentation

Organization and Business

South Hertfordshire United Kingdom Fund, Ltd., or the Partnership, a Colorado limited partnership, was formed on
December 23, 1991, in connection with a public offering of its limited partnership interests. The Partnership was formed to acquire, construct, develop, own and operate cable
television/telephone systems in the U.K. NTL Fawnspring Limited, a U.K. corporation, a subsidiary of Virgin Media Inc., or Virgin Media, is the general partner (the "General Partner") of the
Partnership. Upon acquisition of our system, our primary investment objective was to obtain capital appreciation in the value of our investment in the system over the term that such investment is held
by us.

We
hold 66.7% of the shares of NTL (South Hertfordshire) Limited, or 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 U.K. 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. Virgin Media indirectly holds the remaining 33.3% of the shares of NTL South Herts. We are reliant on the support of Virgin Media, the
ultimate parent company of the General Partner, to continue our operations as a going concern.

We,
as well as Virgin Media, file annual, quarterly, and current reports with the SEC. You may read and copy any materials we or Virgin Media file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also access electronically the information we file with the SEC via its website, located at http://www.sec.gov.

Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted
accounting principles, or GAAP, 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 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 June 30, 2008 are not necessarily indicative of results to be
expected for the full year ending December 31, 2008. 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, 2007 as filed with the SEC on March 27, 2008.

8

---



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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.    Comprehensive Profit (Loss)

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

Three months ended
June 30,

Six months ended
June 30,2008

2007

2008

2007Net profit (loss)

$
145,822

$
(296,915
)
$
589,791

$
(571,368
)Foreign currency translation adjustments


3,502


(29,866
)

5,103


(37,611
)Comprehensive profit (loss)

$
149,324

$
(326,781
)
$
594,894

$
(608,979
)


Note 3.    Investment in Subsidiary

NTL South Herts is a U.K. corporation which is principally engaged in the development, construction, management and operation of broadband communication networks for telephone, cable
television and internet services in the South Hertfordshire franchise area, located adjacent to the northwest perimeter of Greater London, England (the "South Herts System").

NTL
South Herts is owned 66.7% by the Partnership and 33.3% by Virgin Media. Virgin Media also owns the General Partner. The General Partner provides consulting services to the
Partnership and may delegate some or all of the consulting services to Virgin Media or to other affiliates.

Virgin
Media, through its subsidiaries, including its interest in NTL South Herts, provides broadband internet access, telephone and television services to approximately
4.7 million residential on-net cable customers as at June 30, 2008.

Note 4.    Transactions with the General Partner and Affiliated Entities

Consulting and Management Fees

An affiliate of the General Partner is entitled to be paid a consulting fee by NTL South Herts. During the construction phases of the
South Herts System, this consulting fee was 2% of construction costs. Since completion of construction of each portion of the system, the consulting fee for the completed portion has been 5% of the
gross revenue, excluding revenue from the sale of cable television/telephone systems. The consulting fee is calculated and payable monthly. Consulting fees paid or payable by NTL South Herts for the
three months ended June 30, 2008 and 2007 were $434,705 and $491,810, respectively. Consulting fees paid or payable by NTL South Herts for the six months ended June 30, 2008 and 2007
were $903,035 and $997,006, respectively. These amounts were expensed in the statement of operations each period.

Distribution Ratios and Reimbursement

Any Partnership distributions made from cash flow (defined as cash receipts derived from routine operations, less debt principal and
interest payments and cash expenses) are allocated 99% to the limited partners and 1% to the General Partner. Any distributions other than interest income on limited partner subscriptions earned prior
to the acquisition of the Partnership's first cable television system or from cash flow, such as from the sale or refinancing of a system or upon dissolution of the Partnership, will be made as
follows: 99% to the limited partners and 1% to the General Partner until any negative balances in the limited partners' capital accounts are reduced to zero; 100% to the

9

---



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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4.    Transactions with the General Partner and Affiliated Entities (Continued)

General
Partner until any negative balance in its capital account is reduced to zero; 99% to the limited partners and 1% to the General Partner until the balance in the limited partners' capital
accounts is equal to their adjusted capital contribution plus a 12% return; 100% 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% to the limited partners and 25% 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 its network and from us for
direct and indirect expenses allocable to our operation which include, but are not limited to, rent, supplies, telephone, travel, 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 June 30, 2008 and 2007, reimbursement made by NTL South
Herts and the partnership to the General Partner or its affiliates for any allocable direct and indirect expenses totaled $2,875,776 and $3,926,593, respectively. During the six months ended
June 30, 2008 and 2007, reimbursement made by NTL South Herts and the partnership to the General Partner or its affiliates for any allocable direct and indirect expenses totaled $6,002,054 and
$7,997,843, respectively.

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 is charged interest on such advances and deferred amounts at a rate equal to the General Partner's or certain affiliates' effective average cost of debt financing from unaffiliated
entities, which does not differ from their weighted average cost of debt financing. For the three months ended June 30, 2008 and 2007, aggregated interest, bank fees and finance charges of
$1,089,797, and $1,297,740, respectively, relating to non-permanent loans was charged by affiliates of the General Partner, and interest on advances of $46,043 and $43,527, respectively,
was charged by an affiliate of the General Partner. For the six months ended June 30, 2008 and 2007, aggregated interest, bank fees and finance charges of $2,274,414 and $2,542,105,
respectively, relating to non-permanent loans was charged by affiliates of the General Partner, and interest on advances of $92,691 and $83,803, respectively, was charged by an affiliate
of the General Partner.

Our
General Partner and its affiliates are entitled to recover interest on the full amount of non-permanent loans they provide to the Partnership or NTL South Herts and they
are also entitled to recover the portion of bank fees and deferred financing costs relating to Virgin Media's long term debt allocable to the Partnership or NTL South Herts. They have elected to
recover these amounts commencing in the fourth quarter of 2005.

Note 5.    Recent Accounting Pronouncements

In December 2007, the FASB issued FAS No. 160,Noncontrolling Interests in Consolidated Financial Statements,or
FAS 160. FAS 160 establishes requirements for ownership interests in subsidiaries held by parties other than ourselves (sometimes called "minority interests") to be clearly identified,
presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent's equity. All changes in the parent's ownership interests are required to be
accounted for consistently as equity transactions and any non-controlling equity investments in unconsolidated subsidiaries must be measured initially at fair value. FAS 160 is effective, on a
prospective basis, for fiscal years beginning after December 15, 2008; however, presentation and disclosure requirements must be retrospectively applied to comparative financial statements. We
are currently assessing the impact of FAS 160 on our consolidated financial position and results of operations.

10

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

Overview

We are a Colorado limited partnership that was formed in December 1991 pursuant to the public offering of our limited partnership
interests for the purpose of acquiring one or more cable television/telephone systems in the U.K. Upon acquisition of our system, our primary investment objective was to obtain capital appreciation in
the value of our investment in the system over the term that the investment is held by us.

We
hold 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 U.K. 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. Virgin Media indirectly holds the remaining 33.3% of the shares of NTL South Herts. We are reliant on the support of Virgin Media, the ultimate parent company of the
General Partner, to continue our operations as a going concern.

We
derive our revenue principally from monthly fees and usage charges. Our packaging of services and pricing are designed to encourage our residential customers to use multiple services
like "double-play" telephone and broadband, "double-play" telephone and television or "triple-play" telephone, television and broadband.

Our
expenses include certain costs that are charged to us by a subsidiary of Virgin Media for the provision of network services and support, the use of Virgin Media's national backbone
telephone network for carriage of our telephone traffic, as well as the provision of technical infrastructure and network capacity by Virgin Media for our subscription internet access service and
digital television 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. The principal components of Virgin Media's expenses include payroll and other employee-related costs; television programming costs; interconnect costs paid to other carriers
relating to call termination; facility-related costs, such as rent, utilities and rates; marketing and selling costs; repairs and maintenance costs; and allowances for doubtful accounts.

Factors Affecting Our Business

Our residential customers account for the majority of our total revenue. The number of residential customers, the number and types of
services that each customer uses and the prices we charge for these services drive our revenue. Our profit is driven by the relative margins on the types of services we provide to these customers and
by the number of services that we provide to them. For example, broadband internet is more profitable than our television services and, on average, our "triple-play" customers are more
profitable than "double-play" or "single-play" customers. Our packaging of services and our pricing are designed to encourage our customers to use multiple services such as
television, telephone and broadband at a lower price than each stand-alone product on a combined basis. Factors particularly affecting our profitability include customer churn, average revenue per
user, competition, integration, capital expenditures, currency movements, seasonality and general macroeconomic factors.

Customer Churn.Customer churn is a measure of the number of customers who stop subscribing to our services. An increase in our customer churn can lead to
increased costs and reduced revenue. We continue to focus on improving our customer service and enhancing and expanding our service offerings to existing customers in order to manage our customer
churn rate. Our ability to reduce our customer churn rate beyond a base level is limited by factors like competition and customers moving outside our network service area, in particular during the
summer season. Managing our customer

11

---



churn
rate is a significant component of our business plan. Our customer churn rate may increase if our customer service is seen as unsatisfactory, if we are unable to deliver our services over our
network without interruption, or if we fail to match offerings by our competitors.

ARPU.Average revenue per user, or ARPU, is a measure we use to evaluate how effectively we are realizing potential revenue from our residential cable customers on
our network. We believe that our "triple-play" cable offering of television, broadband and fixed line telephone services is attractive to our existing customer base and generally allows us
to increase our ARPU by facilitating the sale of multiple services to each customer.

Competition.Our ability to acquire and retain customers and increase revenue depends on our competitive strength. There is significant and increasing competition
in the market for our consumer services, including broadband and telephone services offered by British Telecom, or BT, and resellers or local loop unbundlers, such as British Sky Broadcasting
Group plc, BSkyB, and Carphone Warehouse (Talk Talk), alternative internet access services like DSL, satellite television services offered by BSkyB and by BBC and ITV through Freesat, digital
terrestrial television offered through Freeview, internet protocol television offered by Tiscali S.p.A. and BT. Our business services also face a range of competitors, including BT and
Cable & Wireless. Certain competitors, such as BT and BSkyB, are dominant in markets in which we compete and may use their dominance in those markets to offer bundled services that compete with
our product offerings. As a result of increased competition, we have had to, and may be required to continue to, adjust our pricing and offer discounts to new and existing customers in order to
attract and retain customers.

Integration.Virgin Media continues to integrate its businesses. Virgin Media will be completing the final stages of the integration of its cable billing platforms
during 2008. Any issues that may arise in connection with its integration could have a material negative effect on our financial performance.

Capital Expenditures.Our business requires substantial capital expenditures on a continuing basis for various purposes, including expanding, maintaining and
upgrading our network, investing in new customer acquisitions, and offering new services. If Virgin Media and we do not continue to invest in our network and in new technologies, our ability to retain
and acquire customers may be hindered. Therefore, Virgin Media's and our liquidity and the availability of cash to fund capital projects are important drivers of our revenue. When Virgin Media's and
our liquidity is restricted, so is our ability to meet our capital expenditure requirements.

Currency Movements.Because substantially all of our revenue and operating costs are earned and paid primarily in U.K. pounds sterling, but we report our financial
results in U.S. dollars, our financial results are impacted by currency fluctuations which are unrelated to our underlying results of operations.

Seasonality.Some revenue streams are subject to seasonal factors. For example, telephone usage revenue by residential customers and businesses tends to be
slightly lower during summer holiday months. Our customer churn rates include persons who disconnect their service because of moves, resulting in a seasonal increase in our churn rates during the
summer months when higher levels of U.K. house moves occur and students leave their accommodation between academic years.

General Macroeconomic Factors.General macroeconomic factors in the U.K. may have an impact on our business. For example, as consumers generally have less
discretionary spending to purchase goods and services during an economic slowdown, consumers may be less willing to subscribe to additional products or upgrade their existing services.

12

---



Critical Accounting Policies

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and contingent liabilities. We base our judgments on historical experience and on various other assumptions that we
believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.

For
a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our Annual
Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on March 27, 2008.

Consolidated Results of Operations

Three Months Ended June 30, 2008 and 2007

We present below summarized consolidated financial information in U.S. dollars and U.K. pounds sterling for the three months ended
June 30, 2008 and 2007:

Three months ended
June 30,



Three months ended
June 30,%
Change

%
Change2008

2007

2008

2007Revenue

$
8,694,107

$
9,836,198


(11.6
)

£4,411,650


£4,950,560


(10.9
)Cost of goods sold


(2,181,593
)

(2,556,179
)

(14.7
)

(1,106,927
)

(1,286,918
)

(14.0
)Selling, general and administrative expenses


(23,537
)

(23,704
)

(0.7
)

(11,939
)

(11,904
)

0.3Management fees and allocated overhead


(3,310,481
)

(4,418,403
)

(25.1
)

(1,679,865
)

(2,223,630
)

(24.5
)Other income (charges)


17,337


(27,213
)

(163.7
)

8,735


(13,334
)

(165.5
)Depreciation


(1,788,585
)

(1,721,449
)

3.9


(907,308
)

(866,161
)

4.8Operating income


1,407,248


1,089,250


29.2


714,346


548,613


30.2Interest expense


(1,135,840
)

(1,341,267
)

(15.3
)

(576,367
)

(675,437
)

(14.7
)Exchange losses


(6,206
)

(44,898
)

(86.2
)

(3,144
)

(22,737
)

(86.2
)Profit (loss) before minority interest


265,202


(296,915
)

189.3


134,835


(149,561
)

190.2Minority interest


(119,380
)







(60,556
)




Net profit (loss)

$
145,822

$
(296,915
)

149.1

£
74,279

£
(149,561
)

149.7


Revenue

For the three months ended June 30, 2008, revenue decreased by 11.6% to $8.7 million from $9.8 million for the
three months ended June 30, 2007, and revenue expressed in pounds sterling decreased by 10.9% to £4.4 million for the three months ended June 30, 2008 from
£5.0 million for the three months ended June 30, 2007. The decrease was primarily driven by lower customer numbers and declining prices due to increased competition.

13

---



Expenses



For the three months ended June 30, 2008, cost of goods sold decreased by 14.7% to $2.2 million from $2.6 million
for the three months ended June 30, 2007, and cost of goods sold expressed in pounds sterling decreased by 14.0% to £1.1 million for the three months ended June 30,
2008 from £1.3 million for the three months ended June 30, 2007. The reduction in cost of goods sold was primarily a reflection of reduced revenue. Cost of goods sold as a
percentage of revenue decreased to 25.1% from 26.0% for the three months ended June 30, 2008 and 2007, respectively, due to a change in the mix of services provided with fewer telephony
customers partially offset by higher-margin broadband customers.



For the three months ended June 30, 2008, selling, general and administrative expenses remained relatively unchanged at $23,537,
or £11,939, compared to $23,704, or £11,904, for the three months ended June 30, 2007.



For the three months ended June 30, 2008, management fees and allocated overhead decreased by 25.1% to $3.3 million from
$4.4 million for the three months ended June 30, 2007, and management fees and allocated overhead expressed in pounds sterling decreased by 24.5% to £1.7 million for
the three months ended June 30, 2008 from £2.2 million for the three months ended June 30, 2007. The business of NTL South Herts is managed as an integral part of
Virgin Media. The combined costs of managing the larger group are allocated to each entity within the Virgin Media group, including NTL South Herts, on a consistent and proportional basis according to
the level of trading in that entity. Management fees and allocated overhead in the quarter benefited from the reduction in Virgin Media's overall cost base. This was primarily due to Virgin Media's
lower employee related costs following the integration of the legacy NTL and Telewest businesses.



For the three months ended June 30, 2008, other income was $17,337 compared to other charges of $27,213 for the same period in
2007, and other income expressed in pounds sterling was £8,735 compared to other charges of £13,334 for the same period in 2007. Other income in the three months ended
June 30, 2008 related primarily to the sublease of a vacant property by Virgin Media. Other income for the three months ended June 30, 2008 and other charges for the three months ended
June 30, 2007 included restructuring costs allocated to us by a subsidiary of Virgin Media and related primarily to lease exit costs and employee termination costs in connection with
restructuring programs initiated in respect of historical acquisitions. Other charges allocated to us by a subsidiary of Virgin Media are made on the basis of an allocation formula appropriate to each
category of charge based on a reasonable methodology given the facts and circumstances.



For the three months ended June 30, 2008, depreciation expense increased to $1.8 million from $1.7 million for the
same period in 2007. Depreciation expense expressed in pounds sterling remained relatively unchanged at £0.9 million for the three months ended June 30, 2008 and 2007.

14

---





Interest expense

For the three months ended June 30, 2008, interest expense decreased to $1.1 million from $1.3 million for the
three months ended June 30, 2007, and interest expense expressed in pounds sterling decreased to £0.6 million for the three months ended June 30, 2008 from
£0.7 million for the three months ended June 30, 2007. This decrease was primarily due to the lower overheads and bank fees and deferred financing costs allocated to us by a
subsidiary of Virgin Media for the three months ended June 30, 2008 than for the three months ended June 30, 2007.

We
paid no cash interest for the three months ended June 30, 2008 and 2007.

Exchange losses

For the three months ended June 30, 2008, foreign currency exchange losses were $6,206 as compared with losses of $44,898 for
the three months ended June 30, 2007. The change in foreign currency exchange losses is primarily attributable to fluctuations in the valuation of the U.S. dollar on certain of our liabilities
and transactions. Our results of operations will continue to be affected by foreign exchange rate fluctuations.

Minority interest

During the three months ended June 30, 2008, we recognized a minority interest charge of $119,380 which has been calculated on
the net assets of our principal operating entity, NTL South Herts. For the three months ended June 30, 2007, NTL South Herts' liabilities exceeded its assets and therefore no minority interest
was recognized.

Net profit (loss)

For the three months ended June 30, 2008, net profit was $145,822 as compared with a net loss of $296,915 for the three months
ended June 30, 2007, primarily due to the reasons described above.

Six Months Ended June 30, 2008 and 2007

We present below summarized consolidated financial information in U.S. dollars and U.K. pounds sterling for the six months ended
June 30, 2008 and 2007:

Six months ended
June 30,



Six months ended
June 30,%
Change

%
Change2008

2007

2008

2007Revenue

$
18,060,705

$
19,940,121


(9.4
)
£
9,145,124

£
10,118,807


(9.6
)Cost of goods sold


(4,452,781
)

(5,084,793
)

(12.4
)

(2,254,687
)

(2,580,327
)

(12.6
)Selling, general and administrative expenses


(44,224
)

(54,391
)

(18.7
)

(22,393
)

(27,601
)

(18.9
)Management fees and allocated overhead


(6,905,089
)

(8,994,849
)

(23.2
)

(3,496,425
)

(4,564,523
)

(23.4
)Other charges


(25,689
)

(144,846
)

(82.3
)

(13,008
)

(73,504
)

(82.3
)Depreciation


(3,441,208
)

(3,550,107
)

(3.1
)

(1,742,472
)

(1,801,536
)

(3.3
)Operating income


3,191,714


2,111,135


51.2


1,616,139


1,071,316


50.9Interest expense


(2,367,105
)

(2,625,908
)

(9.9
)

(1,198,595
)

(1,332,542
)

(10.1
)Exchange losses


(7,661
)

(56,595
)

(86.5
)

(3,879
)

(28,720
)

(86.5
)Profit (loss) before minority interest


816,948


(571,368
)

243.0


413,665


(289,946
)

242.7Minority interest


(227,157
)







(115,022
)




Net profit (loss)

$
589,791

$
(571,368
)

203.2

£
298,643

£
(289,946
)

203.0


15

---



Revenue

For the six months ended June 30, 2008, revenue decreased by 9.4% to $18.1 million from £19.9 million
for the six months ended June 30, 2007, and revenue expressed in pounds sterling decreased by 9.6% to £9.1 million from £10.1 million in respect of the
same periods in 2008 and 2007, respectively. The decrease was primarily driven by lower customer numbers and declining prices due to increased competition.

Expenses



For the six months ended June 30, 2008, cost of goods sold decreased by 12.4% to $4.5 million from $5.1 million
for the six months ended June 30, 2007, and cost of goods sold expressed in pounds sterling decreased by 12.6% to £2.3 million for the six months ended June 30, 2008
from £2.6 million for the six months ended June 30, 2007. The reduction in cost of goods sold in pounds sterling was primarily a reflection of reduced revenue. Cost of goods
sold as a percentage of revenue decreased to 24.7% from 25.5% for the six months ended June 30, 2008 and 2007, respectively, due to a change in the mix of services provided with fewer telephony
customers partially offset by higher-margin broadband customers.



For the six months ended June 30, 2008, selling, general and administrative expenses decreased to $44,224, or
£22,393, from $54,391, or £27,601, in the six months ended June 30, 2007. This decrease is primarily attributable to the lower cost of investor relations' services.



For the six months ended June 30, 2008, management fees and allocated overhead decreased by 23.2% to $6.9 million from
$9.0 million for the six months ended June 30, 2007, and management fees and allocated overhead expressed in pounds sterling decreased by 23.4% to £3.5 million for the
six months ended June 30, 2008 from £4.6 million for the six months ended June 30, 2007. The business of NTL South Herts is managed as an integral part of Virgin
Media. The combined costs of managing the larger group are allocated to each entity within the Virgin Media group, including NTL South Herts, on a consistent and proportional basis according to the
level of trading in that entity. Management fees and allocated overhead in the six months ended June 30, 2008 benefited from the reduction in Virgin Media's overall cost base. This was
primarily due
to the non-recurrence of marketing expenses in relation to the rebrand to Virgin Media, together with lower employee related costs following the integration of the legacy NTL and Telewest
businesses.



For the six months ended June 30, 2008, other charges decreased to $25,689 from $144,846 for the same period in 2007, and other
charges expressed in pounds sterling decreased to £13,008 from £73,504 for the same period. Other charges in the six months ended June 30, 2008 decreased primarily due
to the sublease of a vacant property by Virgin Media. Other charges for the six months ended June 30, 2008 and 2007 included restructuring costs allocated to us by a subsidiary of Virgin Media
and related primarily to lease exit costs and employee termination costs in connection with restructuring programs initiated in respect of its historical acquisitions. Other charges allocated to us by
a subsidiary of Virgin Media are made on the basis of an allocation formula appropriate to each category of charge based on a reasonable methodology given the facts and circumstances.

16

---





For the six months ended June 30, 2008, depreciation expense decreased to $3.4 million from $3.6 million for the
same period in 2007. Depreciation expense expressed in pounds sterling decreased to £1.7 million for the six months ended June 30, 2008 from £1.8 million
for the six months ended June 30, 2007. The decrease is due to the reduction in depreciation expense as a result of fixed assets becoming fully depreciated.

Interest expense

For the six months ended June 30, 2008, interest expense decreased to $2.4 million from $2.6 million for the six
months ended June 30, 2007, and interest expense expressed in
pounds sterling decreased to £1.2 million for the six months ended June 30, 2008 from £1.3 million for the six months ended June 30, 2007. This
decrease was primarily due to the lower overheads and bank fees and deferred financing costs allocated to us by a subsidiary of Virgin Media for the six months ended June 30, 2008 than for the
six months ended June 30, 2007.

We
paid no cash interest for the six months ended June 30, 2008 and 2007.

Exchange losses

For the six months ended June 30, 2008, foreign currency exchange losses were $7,661 as compared with losses of $56,595 for the
six months ended June 30, 2007. The change in foreign currency exchange losses is primarily attributable to fluctuations in the valuation of the U.S. dollar on certain of our liabilities and
transactions. Our results of operations will continue to be affected by foreign exchange rate fluctuations.

Minority interest

During the six months ended June 30, 2008, we recognized a minority interest charge of $227,157, which has been calculated on
the net assets of our principal operating entity, NTL South Herts. For the six months ended June 30, 2007, NTL South Herts' liabilities exceeded its assets and therefore no minority interest
was recognized.

Net profit (loss)

For the six months ended June 30, 2008, net profit was $589,791 as compared with a net loss of $571,368 for the six months ended
June 30, 2007, primarily due to the reasons described above.

17

---



Selected Operating Data

The following table sets forth certain data concerning our franchise for the last five quarters:

June 30,
2008

March 31,
2008

December 31,
2007

September 30,
2007

June 30,
2007Homes marketable(1)


95,983


96,405


95,514


96,663


96,663Total customers


34,326


34,787


34,858


35,021


35,103Digital television subscribers


24,763


24,406


24,152


23,755


23,454Analog television subscribers


437


483


545


626


698Broadband internet subscribers


25,982


25,910


25,285


24,482


23,541Telephony subscribers


29,055


29,097


29,012


28,991


29,117Penetration (homes marketable)(2)


35.8
%

36.1
%

36.5
%

36.2
%

36.3
%Average monthly churn(3)


1.6
%

1.2
%

1.5
%

1.6
%

2.0
%


---

Condensed Consolidated Statement of Cash Flows

In the six months ended June 30, 2008, we generated $0.7 million from our operating activities compared with
$1.6 million in the six months ended June 30, 2007, and used it to purchase fixed assets including equipment for customer installations. Our cash provided by operating activities
decreased primarily due to a reduction in accounts payable to affiliates and related parties, partially offset by an improved operating result.

Liquidity and Capital Resources

We have no financing independent of Virgin Media. We are reliant upon the support of Virgin Media to continue our operations. As of
June 30, 2008, we had consolidated current liabilities of $62.6 million due to Virgin Media group companies compared with $66.0 million as of December 31, 2007 and
$71.5 million as of June 30, 2007.

Historically,
our source of cash has been the net proceeds of our offerings of limited partnership interests along with funding from Virgin Media and 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 and ongoing operations.

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 from
borrowings or, theoretically, additional issuances of limited partnership interests. 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 Virgin Media for funds to cover operating expenses, and will continue to be dependent upon Virgin Media to meet our
liquidity requirements for the foreseeable future. We expect that cash from our operations in 2008 will be utilized fully for the purchase of fixed assets including connecting new customers to our
networks.

Virgin
Media had £6,023.5 million of debt outstanding as of June 30, 2008, compared to £5,958.5 million as of December 31, 2007 and
£6,093.2 million as of June 30, 2007, and £426.8 million of cash and cash equivalents, compared to £321.4 million as of
December 31, 2007 and £277.1 million

18

---



as
of June 30, 2007. All amounts shown are in U.K. pounds sterling. The decrease in debt since June 30, 2007 was primarily attributable to a voluntary prepayment of
£200 million in December 2007 utilizing cash reserves, partially offset by exchange rate movements on our debt denominated in currencies other than the pound sterling together with
a greater use of finance leases. The increase in debt since the year end is primarily the result of changes in foreign exchange rates together with a greater use of finance leases.

On
April 16, 2008, Virgin Media issued $1.0 billion of 6.5% convertible senior notes and used the net proceeds and cash on hand to repay £504.0 million
of its obligations under its senior credit facility that were originally scheduled to be paid in 2009, 2010 and 2012.

Virgin
Media's business is capital intensive and it is highly leveraged. Virgin Media has significant cash requirements for operating costs, capital expenditure, interest expense and
debt amortization. The level of Virgin Media's capital expenditures and operating expenditures are affected by the significant amounts of capital required to connect customers to its network, expand
and upgrade its network, offer new services and integrate its billing systems and customer databases. Virgin Media expects that its cash on hand, together with cash from operations and undrawn credit
facility, will be sufficient for its cash requirements through the next twelve months. However, Virgin Media's cash requirements after the next twelve months may exceed these sources of cash. For
instance, debt amortization repayments under its senior credit facility increase significantly in 2010. Virgin Media believes that it will need to address these scheduled principal payments in part
through means other than reliance on cash flow from operations, such as raising additional debt or equity, refinancing its existing facility, possible asset sales, or other means. Virgin Media may not
be able to obtain financing, or sell assets at all, or on favorable terms, or it may be contractually prevented by the terms of its senior notes or its senior credit facility from incurring additional
indebtedness or selling assets.

Virgin
Media's debt agreements contain restrictions on its ability to transfer cash between groups of its subsidiaries or to us. As a result of these restrictions, although its overall
liquidity may be sufficient to satisfy its obligations, it may be limited by covenants in some of its debt agreements from transferring
cash to other subsidiaries that might require funds. In addition, cross default provisions in its other indebtedness may be triggered if it defaults on any of these debt agreements.

For
further information concerning Virgin Media's liquidity and capital resources and the terms of its various debt facilities, see its Annual Report on Form 10-K for
the year ended December 31, 2007 as filed with the SEC on February 29, 2008, as amended, and its Quarterly Report on Form 10-Q for the three months ended
June 30, 2008 as filed with the SEC on August 7, 2008.

Off-Balance Sheet Transactions

As part of our ongoing business we have not participated in transactions that generate relationships with unconsolidated entities or
financial partnerhips, such as entities frequently referred to as special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes. As of June 30, 2008 we are not involved with any material unconsolidated SPEs.

Contractual Obligations and Commercial Commitments

There have been no material changes in the six months ended June 30, 2008 to the information required under this Item from what
was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on March 27, 2008.

19

---



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The functional currency of NTL South Herts is pounds sterling and all revenue and substantially all costs are incurred in pounds
sterling. We report in U.S. dollars. Therefore, we are exposed to fluctuations in the pound sterling to U.S. dollar exchange rate.

The
aggregate potential gain from a hypothetical one-percent decrease in the pound sterling/U.S. dollar exchange rate is approximately $14,000 for the six months ended
June 30, 2008.

We
have no debt other than amounts due to affiliates. As of June 30, 2008 and 2007, we had approximately $62.6 million and $71.5 million, respectively, in amounts
due to Virgin Media group companies. Interest on amounts due to affiliates is at a variable rate based on the average rate incurred by Virgin Media. Therefore we are exposed to changes in Virgin
Media's borrowing rate. The aggregate potential loss from a hypothetical one-percentage point increase in the interest rate is approximately $284,000 for the six months ended
June 30, 2008.

ITEM 4.    CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures.Our management, with the participation of the principal executive
officer and principal financial officer of Virgin Media* , has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 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, Virgin Media's principal
executive officer and principal financial officer have concluded that, as of the end of such period, these controls and procedures are effective to ensure that information required to be disclosed by
the registrant in the reports the registrant files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.
These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the registrant in the reports that it
files or submits is accumulated and communicated to the registrant's management, including Virgin Media's principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

(b)Changes in Internal Control Over Financial Reporting.There were no 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.

20

---





PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

We are involved in disputes and litigation arising in the ordinary course of our business. We have no material legal proceeding outside
of the ordinary course of business.

ITEM 1A.    RISK FACTORS

There have been no material changes in the six months ended June 30, 2008 in the risk factors discussed under "Risk Factors" and
elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the SEC on March 27, 2008.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders in the quarter ended June 30, 2008.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS

3.1

Certificate of Limited Partnership dated December 31, 1991 (Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K for the year ended December 31, 1994, filed with the
Securities and Exchange Commission on March 31, 1995, File No. 000-19889).3.2

Amendment to the Certificate of Limited Partnership dated January 31, 1995 (Incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-K for the year ended December 31, 1994,
filed with the Securities and Exchange Commission on March 31, 1995, File No. 000-19889).4.1

Limited Partnership Agreement dated December 31, 1991 (Incorporated by reference to the Registrant's Post-Effective Amendment No. 2 to Form S-1, filed with the Securities and Exchange
Commission on May 6, 1993, File No. 33-48400).4.2

Amendment No. 1 to Limited Partnership Agreement dated October 20, 1992 (Incorporated by reference to Exhibit 4.2 to the Registrant's Form 10-K for the year ended December 31, 1994,
 filed with the Securities and Exchange Commission on March 31, 1995, File No. 000-19889).31.1**

Certification of Person Performing Function Similar to the Functions of Principal Executive Officer,* pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.31.2**

Certification of Person Performing Function Similar to the Functions of Principal Financial Officer,* pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.32.1**

Certifications of Persons Performing Function Similar to the Functions of Principal Executive Officer and Principal Financial Officer, respectively,* pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


---

21

---





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:

NTL FAWNSPRING LIMITED,its General PartnerBy:

/s/ROBERT MACKENZIERobert Mackenzie Director of Virgin Media Directors Limited,
Corporate Director of NTL Fawnspring Limited,
the General Partner of South Hertfordshire
United Kingdom Fund, Ltd.


Date:
August 8, 2008

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

By:

/s/ROBERT MACKENZIERobert Mackenzie Director of Virgin Media Directors Limited,
Corporate Director of NTL Fawnspring Limited,
the General Partner of South Hertfordshire
United Kingdom Fund, Ltd.*


Date:
August 8, 2008

By:

/s/ROBERT GALERobert Gale Director of Virgin Media Directors Limited,
Corporate Director of NTL Fawnspring Limited,
the General Partner of South Hertfordshire
United Kingdom Fund, Ltd.*


Date: August 8, 2008

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22

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