**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**Form10-Q**

 

**(Mark One)**

 
| **ý** | ** ** | **Quarterly report pursuant to  Section 13 or 15 (d) of the Securities Exchange Act of 1934**                                                                                       |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                     |
| ** ** | ** ** | **For the quarterly period ended June 30, 2004.**                                                                                                                                   |
|       |       |                                                                                                                                                                                     |
| **o**      | ** ** | **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**

 

----

 

**SouthHertfordshire United Kingdom Fund, Ltd.**

Exact name of registrant as specified incharter

 
| **Colorado**                                                                   | ** ** | **84-1145140**        |
|--------------------------------------------------------------------------------|------------|-----------------------|
| State of organization                                                          |       | I.R.S. employer I.D.# |
|                                                                           |       |                  |
| **ntl House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP,  England** |
| Address of principal  executive office                                         |
|                                                                           |       |                  |
| **011 44 1256 752000**                                                         |
| Registrant’s telephone number                                             |

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes ý  No  o

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act) Yes o  No  ý

 

The number of limitedpartnership units of the registrant outstanding as of July 30, 2004 was56,935.

 

 

----

 

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITED PARTNERSHIP)

QUARTER ENDED JUNE 30, 2004

 

**TABLE OF CONTENTS**

 
|     |                  | **Page**                                                                                                                     |
|----------|-----------------------|------------------------------------------------------------------------------------------------------------------------------|
| PART I.  | FINANCIAL INFORMATION | 1                                                                                                                            |
|     | Item 1.               | Financial Statements                                                                                                         | 1 |
|     |                  | Condensed Consolidated Balance Sheets as of  June 30, 2004 (unaudited) and December 31, 2003                       | 1 |
|     |                  | Condensed Consolidated Statements of  Operations for the Three and Six Months Ended June 30, 2004 and 2003  (unaudited) | 2 |
|     |                  | Condensed Consolidated Statements of Cash  Flows for the Six Months Ended June 30, 2004 and 2003 (unaudited)            | 3 |
|     |                  | Notes  to Condensed Consolidated Financial Statements (unaudited)                                                            | 4 |
|     | Item 2.               | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                                  | 7 |
|     | Item 3.               | Quantitative and Qualitative Disclosures  About Market Risk                                                                  | 13 |
|     | Item 4.               | Controls and Procedures                                                                                                      | 13 |
| PART II. | OTHER INFORMATION     | 14                                                                                                                           |
|     | Item 5.               | Other Information                                                                                                            | 14 |
|     | Item 6.               | Exhibits and Reports on Form 8-K                                                                                             | 14 |
|     |                  |                                                                                                                         |   |
|     | SIGNATURES            | 15                                                                                                                           |

 

----

 

**“SafeHarbor” Statement under the Private Securities Litigation Reform Act of****1995:**

 

Variousstatements contained in this document constitute “forward-looking statements”as that term is defined under the Private Securities Litigation Reform Act of1995.  Words like “believe,”“anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,”“projects,” “positioned,” “strategy,” and similar expressions identify theseforward-looking statements, which involve known and unknown risks,uncertainties and other factors that may cause our actual results, performanceor achievements or industry results to be materially different from thosecontemplated, whether expressed or implied, by these forward-lookingstatements.  These factors include thoseset forth under the caption “Risk Factors” in the Form 10-K filed onMarch 11, 2004 by the ultimate parent company of our General Partner, NTLIncorporated, or NTL, as well as:

 

•potential adverse developments with respect to NTL’sand our liquidity or results of operations;

 

•NTL’s significant debt payments and other contractual commitments;

 

• NTL’sability to fund and execute its business plan;

 

•our ability to generate cash sufficient to service ourdebt;

 

•the impact of new business opportunities requiringsignificant up-front investment;

 

•our ability to attract and retain customers, increaseour overall market penetration and react to competition from providers ofalternative services;

 

• NTL’sability to integrate its billing systems;

 

• NTL’ssignificant management changes since its emergence from Chapter 11 reorganization;

 

• NTL’sability to develop and maintain back-up for its critical systems;

 

• our ability to respond adequately to technological developments;

 

• NTL’sand our ability to maintain contracts that arecritical to our operations;

 

• ourability to continue to design networks, install facilities, obtain and maintainany required governmental licenses or approvals and finance construction anddevelopment, in a timely manner at reasonable costs and on satisfactory termsand conditions;

 

• interest rate and currency exchange rate fluctuations;

 

•the impact of NTL’s recent reorganization andsubsequent organizational restructuring.

 

We assume noobligation to update the forward-looking statements contained herein to reflectactual results, changes in assumptions or changes in factors affecting thesestatements.

 

----

 

**Exchange Rates**

 

The following table sets forth, for the periods indicated, the periodend, period average, high and low noon buying rate in the City of New York forcable transfers as certified for customs purposes by the Federal Reserve Bankof New York expressed as U.S. dollars per £1.00.  The noon buying rate of the pound sterling onJune 30, 2004 was $1.8126 per £1.00.

 
| ** **                          | ** ** | **U.S. Dollars per £1.00** | ** ** |
|-------------------------------------|------------|---------------------------------|------------|
| **Six  Months Ended June 30,** | ** ** | **Period End**                  | ** ** | **Average(1)** | ** ** | **High** | ** ** | **Low** | ** ** |
|                                |       |                            |       |   |   |   |   |   |   |
| 2003                                |       | 1.65                            |       | 1.62 |   | 1.68 |   | 1.55 |   |
| 2004                                |       | 1.81                            |       | 1.82 |   | 1.90 |   | 1.75 |   |

 

----

(1)                                  The average rate isthe average of the noon buying rates on the last day of each month during therelevant period.

 

The above rates may differ from the actual rates used in thepreparation of the condensed consolidated financial statements and otherfinancial information appearing in this quarterly report.  Our inclusion of these exchange rates is notmeant 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.

 

Unlesswe otherwise indicate, all amounts in U.S. dollars as of June 30, 2004 arebased on an exchange rate of $1.8126 to £1.00, all amounts disclosed for thesix months ended June 30, 2004 are based on an average exchange rate of$1.8227 to £1.00, and all amounts disclosed for the six months endedJune 30, 2003 are based on an average exchange rate of $1.6108 to £1.00.All amounts in U.S. dollars as of December 31, 2003 are based on anexchange rate of $1.7842 to £1.00. All rates are based on the noon buying ratein the City of New York for cable transfers as certified for customs purposesby the Federal Reserve Bank of New York. U.S. dollar amounts for the threemonths ended June 30, 2004 and 2003 are determined by subtracting the U.S.dollar converted financial result for the three months ended March 31,2004 and 2003 from the U.S. dollar converted financial result for the sixmonths ended June 30, 2004 and 2003, respectively. The variation betweenthe 2003 and 2004 exchange rates has impacted the dollar comparisons.

 

----

 

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND,LIMITED

(A LIMITED PARTNERSHIP)

QUARTER ENDED JUNE 30, 2004

 

**Part I.****              Financialinformation**

 

**Item 1.****           Financialstatements**

 

**CONDENSED CONSOLIDATED BALANCE SHEETS**

** **
| ** **                                                                                            | ** ** | **June 30,  2004** | ** ** | **December 31,  2003** | ** ** |
|-------------------------------------------------------------------------------------------------------|------------|-------------------------|------------|-----------------------------|------------|
| ** **                                                                                            | ** ** | **(unaudited)**         | ** ** | **(see Note)**              | ** ** |
|                                                                                                  |       |                    |       |                        |       |
| **Assets**                                                                                            |       |                    |       |                        |       |
| Fixed assets, net                                                                                     |       | $                       | 60,124,692 |                        | $          | 61,450,329 |   |
|                                                                                                  |       |                    |       |                        |       |
| **Total assets**                                                                                      |       | $                       | 60,124,692 |                        | $          | 61,450,329 |   |
|                                                                                                  |       |                    |       |                        |       |
| **Liabilities and  Partners’ Deficit**                                                           |       |                    |       |                        |       |
| Current liabilities                                                                                   |       |                    |       |                        |       |
| Accounts payable to affiliates and related  parties                                                   |       | $                       | 64,395,654 |                        | $          | 66,757,685 |   |
| Total liabilities                                                                                     |       | 64,395,654              |       | 66,757,685                  |       |
|                                                                                                  |       |                    |       |                        |       |
| **Commitments and  contingencies**                                                                    |       |                    |       |                        |       |
|                                                                                                  |       |                    |       |                        |       |
| **Partners’ capital  (deficit)**                                                                 |       |                    |       |                        |       |
| General Partner                                                                                       |       |                    |       |                        |       |
| Contributed capital                                                                                   |       | 1,000                   |       | 1,000                       |       |
| Accumulated deficit                                                                                   |       | (527,998                | )          | (538,849                    | )          |
|                                                                                                  |       | (526,998                | )          | (537,849                    | )          |
| Limited Partners                                                                                      |       |                    |       |                        |       |
| Contributed capital, net (56,935 units  outstanding at June 30, 2004 and December 31, 2003) |       | 48,817,997              |       | 48,817,997                  |       |
| Accumulated deficit                                                                                   |       | (51,990,618             | )          | (53,064,892                 | )          |
|                                                                                                  |       | (3,172,621              | )          | (4,246,895                  | )          |
| Accumulated comprehensive loss                                                                        |       | (571,343                | )          | (522,612                    | )          |
| Total Partners’ deficit                                                                          |       | (4,270,962              | )          | (5,307,356                  | )          |
|                                                                                                  |       |                    |       |                        |       |
| **Total liabilities  and Partners’ deficit**                                                     |       | $                       | 60,124,692 |                        | $          | 61,450,329 |   |

 

Note: Thebalance sheet at December 31, 2003 has been derived from audited financialstatements at that date.

 

Seeaccompanying notes.

 

1

----

 

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITED PARTNERSHIP)

QUARTER ENDED JUNE 30, 2004

 

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS**

**(Unaudited)**

 
| ** **                                                            | ** ** | **Three months ended  June 30,** | ** ** | **Six months ended  June 30,** | ** ** |
|-----------------------------------------------------------------------|------------|---------------------------------------|------------|-------------------------------------|------------|
| ** **                                                            | ** ** | **2004**                              | ** ** | **2003**                            | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Revenues**                                                          |       | $                                     | 9,206,782  |                                | $          | 8,087,525 |   | $ | 18,565,194 |   | $ | 15,930,219 |   |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Costs and expenses**                                                |       |                                  |       |                                |       |   |   |   |   |
| Cost of goods sold (exclusive of items  shown below)                  |       | (2,904,827                            | )          | (2,708,989                          | )          | (5,774,234 | ) | (5,419,161 | ) |
| Selling, general and administrative  expenses                         |       | (21,717                               | )          | (18,250                             | )          | (43,406 | ) | (36,500 | ) |
| Management fees and allocated overhead from  the General Partner      |       | (3,447,239                            | )          | (3,411,241                          | )          | (7,101,652 | ) | (6,638,085 | ) |
| Other charges                                                         |       | (234,443                              | )          | —                              |       | (242,682 | ) | — |   |
| Depreciation                                                          |       | (1,597,275                            | )          | (1,935,869                          | )          | (3,210,203 | ) | (3,979,999 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Operating income  (loss)**                                          |       | 1,001,281                             |       | 13,176                              |       | 2,193,017 |   | (143,526 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Other expenses**                                                    |       |                                  |       |                                |       |   |   |   |   |
| Interest payable to general partner and  affiliates                   |       | (538,701                              | )          | (447,488                            | )          | (1,077,687 | ) | (881,361 | ) |
| Other interest payable                                                |       | —                                |       | (24,284                             | )          | — |   | (48,324 | ) |
| Exchange gains (losses)                                               |       | 29,278                                |       | (74,913                             | )          | (30,205 | ) | (44,212 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Net income (loss)**                                                 |       | $                                     | 491,858    |                                | $          | (533,509 | ) | $ | 1,085,125 |   | $ | (1,117,423 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Allocation of net  income (loss)**                                  |       |                                  |       |                                |       |   |   |   |   |
| General Partner                                                       |       | $                                     | 4,919      |                                | $          | (5,335 | ) | $ | 10,851 |   | $ | (11,174 | ) |
| Limited Partners                                                      |       | 486,939                               |       | (528,174                            | )          | 1,074,274 |   | (1,106,249 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Net income (loss)**                                                 |       | $                                     | 491,858    |                                | $          | (533,509 | ) | $ | 1,085,125 |   | $ | (1,117,423 | ) |
|                                                                  |       |                                  |       |                                |       |   |   |   |   |
| **Net income (loss)  per Limited Partnership unit**                   |       | $                                     | 8.55       |                                | $          | (9.28 | ) | $ | 18.87 |   | $ | (19.43 | ) |
| ** **                                                            |       |                                  |       |                                |       |   |   |   |   |
| **Weighted average  number of Limited Partnership units outstanding** |       | 56,935                                |       | 56,935                              |       | 56,935 |   | 56,935 |   |

 

See accompanying notes.

 

2

----

 

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITED PARTNERSHIP)

QUARTER ENDEDJUNE 30, 2004

 

**CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 
| ** **                                                                               | ** ** | **Six Months Ended  June 30,** | ** ** |
|------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|
| ** **                                                                               | ** ** | **2004**                            | ** ** | **2003** | ** ** |
|                                                                                     |       |                                |       |   |   |
| **Cash flows from  operating activities**                                                |       |                                |       |   |   |
| Net income (loss)                                                                        |       | $                                   | 1,085,125  |   | $ | (1,117,423 | ) |
| Adjustments to reconcile net income (loss)  to net cash provided by operating activities |       |                                |       |   |   |
| Depreciation                                                                             |       | 3,210,203                           |       | 3,979,999 |   |
| Change in operating assets and liabilities                                               |       |                                |       |   |   |
| Increase in prepaid expenses and other  assets                                           |       | —                              |       | 48,324 |   |
| Decrease in accounts payable to affiliates  and related parties                          |       | (3,394,051                          | )          | (2,103,280 | ) |
| Net cash provided by operating activities                                                |       | 901,277                             |       | 807,620 |   |
|                                                                                     |       |                                |       |   |   |
| **Cash flows from  investing activities**                                                |       |                                |       |   |   |
| Purchase of fixed assets                                                                 |       | (901,277                            | )          | (807,620 | ) |
| Net cash used in investing activities                                                    |       | (901,277                            | )          | (807,620 | ) |
|                                                                                     |       |                                |       |   |   |
| Movement in cash                                                                         |       | —                              |       | — |   |
| Cash at beginning of period                                                              |       | —                              |       | — |   |
|                                                                                     |       |                                |       |   |   |
| Cash at end of period                                                                    |       | $                                   | —     |   | $ | — |   |
|                                                                                     |       |                                |       |   |   |
| **Supplemental  disclosure of cash flow information**                                    |       |                                |       |   |   |
| Cash paid during the period for interest                                                 |       | $                                   | —     |   | $ | — |   |

 

Seeaccompanying notes.

 

3

----

 

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITED PARTNERSHIP)

QUARTER ENDED JUNE 30, 2004

 

**NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**(Unaudited)**

 

**Note 1.****          Basis of Presentation**

 

**Organizationand Business**

 

We are alimited partnership that holds 66.7% of the shares of NTL (South Hertfordshire)Limited, or NTL South Herts, principally engaged in the development,construction, management and operation of broadband communications networks fortelephone, cable television and Internet services in the United Kingdom, or UK.As a result of our ownership of 66.7% of the shares of NTL South Herts, foraccounting purposes we have consolidated the results of NTL South Herts withour results. NTL South Herts is a 33.3% indirect investment of NTLIncorporated. NTL South Herts is reliant on the support of NTL Incorporated,the ultimate parent company of the General Partner, to continue its operationsas a going concern. Throughout this report, NTL Incorporated together with itsconsolidated subsidiaries is referred to as “NTL”.

 

**Basis ofPresentation**

 

We haveprepared the accompanying unaudited condensed consolidated financial statementsin accordance with accounting principles in the United States, or US GAAP,generally accepted for interim financial information and with the instructionsto Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not includeall of the information and footnotes required by US GAAP for complete financialstatements. In the opinion of our management, all adjustments (consisting onlyof normal recurring adjustments) considered necessary for a fair presentationhave been included. Results of operations for the period ended June 30,2004 are not necessarily indicative of results to be expected for the full yearending December 31, 2004. For further information, refer to theconsolidated financial statements and footnotes thereto included in our AnnualReport on Form 10-K for the year ended December 31, 2003.

 

**Note 2.****          Comprehensive Income(Loss) (unaudited)**

 

Comprehensive income (loss) includes net income (loss) as well as othercomprehensive income (loss).  Our othercomprehensive income (loss) consists of changes in cumulative translationadjustment. Comprehensive income (loss) comprises:

 
| ** **                               | ** ** | **Three months ended  June 30,** | ** ** | **Six months ended  June 30,** | ** ** |
|------------------------------------------|------------|---------------------------------------|------------|-------------------------------------|------------|
| ** **                               | ** ** | **2004**                              | ** ** | **2003**                            | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                     |       |                                  |       |                                |       |   |   |   |   |
| Net income (loss)                        |       | $                                     | 491,858    |                                | $          | (533,509 | ) | $ | 1,085,125 |   | $ | (1,117,423 | ) |
| Foreign currency translation adjustments |       | 32,964                                |       | (103,291                            | )          | (48,731 | ) | (66,014 | ) |
| Comprehensive income (loss)              |       | $                                     | 524,822    |                                | $          | (636,800 | ) | $ | 1,036,394 |   | $ | (1,183,437 | ) |

 

**Note 3.****          Investment in Subsidiary**

 

We are alimited partnership that holds 66.7% of the shares of NTL South Herts, which isprincipally engaged in the development, construction, management and operationof broadband communications networks for telephone, cable television andInternet services in the United Kingdom.

 

NTL SouthHerts is a United Kingdom corporation that owns and operates a cabletelevision/telephony system in the South Hertfordshire franchise area, locatedadjacent to the northwest perimeter of Greater London, England, or the SouthHerts System.

 

4

----

 

NTL SouthHerts is owned 33.3% by NTL (B) Limited, an indirect subsidiary of NTLIncorporated. The General Partner is an indirect wholly owned subsidiary of NTLIncorporated. The General Partner provides consulting services to us and maydelegate some or all of the consulting services to NTL.

 

NTL, throughits subsidiaries and its interest in NTL South Herts, serves approximately3.0 million residential cable television, Internet and telephonycustomers as at June 30, 2004.

 

**Note 4.****          Transactions withAffiliated Parties**

 

*Consultingand Management Fees*

 

We pay a consulting feeto an affiliate of the General Partner. During the construction phases of theSouth Herts System, this consulting fee was 2 per cent of construction costs.Since completion of construction of each portion of the system, the consultingfee for the completed portion has been 5 per cent of the gross revenues,excluding revenues from the sale of cable television/telephony systems. Theconsulting fee is calculated and payable monthly. We paid consulting fees forthe three months ended June 30, 2004 and 2003 of $460,318 and $404,376respectively. We paid consulting fees for the six months ended June 30,2004 and 2003 of $928,239 and $796,510, respectively.

 

*DistributionRatios and Reimbursement*

 

Anydistributions made by us from cash flow (defined as cash receipts derived fromroutine operations, less debt principal and interest payments and cashexpenses) are allocated 99 percent to the limited partners and 1 percent to theGeneral Partner. Any distributions other than interest income on limitedpartner subscriptions earned prior to the acquisition of our first cabletelevision system or from cash flow, such as from the sale or refinancing of asystem or upon our dissolution, will be made as follows: 99 percent to thelimited partners and 1 percent to the General Partner until any negativebalances in the limited partners’ capital accounts are reduced to zero; 100percent to the General Partner until any negative balance in its capital accountis reduced to zero; 99 percent to the limited partners and 1 percent to theGeneral Partner until the balance in the limited partners’ capital accounts isequal to their adjusted capital contribution plus a 12 percent return; 100percent to the General Partner until the balance in its capital account isequal to its adjusted capital contribution, and any remaining income or gainshall be allocated 75 percent to the limited partners and 25 percent to theGeneral Partner.

 

The General Partner andits affiliates are entitled to reimbursement from NTL South Herts for directand indirect expenses allocable to the operation of the South Herts System, andfrom us for direct and indirect expenses allocable to our operations, whichinclude, but are not limited to, rent, supplies, telephone, travel, copyingcharges and salaries of any full or part-time employees. The General Partnerbelieves that the methodology used in allocating these expenses is fair andreasonable. During the three months ended June 30, 2004 and 2003,reimbursements made by NTL South Herts to the General Partner or its affiliatesfor any allocable direct and indirect expenses totaled $2,986,921, and$3,006,865 respectively. During the six months endedJune 30, 2004 and 2003 reimbursements made by NTL South Herts to theGeneral Partner or its affiliates for any allocable direct and indirectexpenses totaled $6,173,413 and $5,841,575 respectively.

 

The General Partner andits affiliates may make advances to, and defer collection of fees and allocatedexpenses owed by us, although they are not required to do so. We are chargedinterest on such advances and deferred amounts at a rate equal to the GeneralPartner’s or certain affiliates’ weighted average cost of all debt financingfrom unaffiliated entities. For the three months ended June 30, 2004 and2003, interest on deferred fees were $498,611 and$413,359 respectively. For the six months ended June 30,2004 and 2003 interest on deferred fee totaled $996,854 and $814,048respectively. The General Partner charged interest on advances for thethree months ended June 30, 2004 and 2003 of $40,090 and $34,129respectively. For the six months ended June 30, 2004 and 2003 the GeneralPartner charged interest on advances totaled  $80,833 and $67,312 respectively.

 

5

----

 

**Note 5.****          Fixed Assets**

 

Fixed assetsconsist of:

 
| ** **               | ** ** | **Estimated  Useful Life** | ** ** | **June 30,  2004** | ** **  | **December 31,  2003** | ** ** |
|--------------------------|------------|----------------------------|------------|-------------------------|-------------|-----------------------------|------------|
| ** **               | ** ** | ** **                 | ** ** | **(unaudited)**         | ** **  | ** **                  | ** ** |
|                     |       |                       |       |                    |        |                        |       |
| Operating equipment      |       | 5-30 years                 |       | $                       | 137,377,905 |                        | $          | 134,343,235 |   |
| Other equipment          |       | 5-30 years                 |       | 7,756,504               |        | 7,647,713                   |       |
|                     |       |                       |       | 145,134,409             |        | 141,990,948                 |       |
| Accumulated depreciation |       |                       |       | (85,009,717             | )           | (80,540,619                 | )          |
|                     |       |                       |       | $                       | 60,124,692  |                        | $          | 61,450,329 |   |

 

With effectfrom January 1, 2004, we adopted new remaining useful economic lives suchthat the previously reported range of 3-40 years became 5-30 years for bothclasses of tangible fixed assets.  Thechange in lives reduced the depreciation charge by $181,462 for the threemonths ended June 30, 2004 and $371,426 for the six months endedJune 30, 2004.

 

**Note 6.****          Commitments andContingent Liabilities**

 

We had nosignificant contractual obligations and commercial commitments as ofJune 30, 2004.

 

We areinvolved in legal proceedings and claims that arise in the ordinary course ofour business. In the opinion of the General Partner, the amount of ultimateliability with respect to these actions will not materially affect thefinancial position, results of our operations or liquidity.

 

6

----

 

**Item 2.****Management’s Discussionand Analysis of Financial Condition and Results of Operations**

 

**Overview**

 

We are alimited partnership that holds 66.7% of the shares of ntl (South Hertfordshire)Limited (“NTL South Herts”), which is principally engaged in the development,construction, management and operation of broadband communications networks fortelephone, cable television and Internet services in the United Kingdom. NTLSouth Herts is a 33.3% indirect subsidiary of NTL.

 

**SelectedOperating Data**

 

We set forth in the following table certain data concerning ourfranchise at June 30, 2004 and December 31, 2003:

 
| ** **                       | ** ** | **June 30,  2004** | ** ** | **December 31  2003** | ** ** |
|----------------------------------|------------|-------------------------|------------|----------------------------|------------|
|                             |       |                    |       |                       |       |
| Homes passed (1)                 |       | 92,535                  |       | 92,081                     |       |
| Homes marketable (2)             |       | 92,535                  |       | 92,081                     |       |
| Total customers                  |       | 34,823                  |       | 33,121                     |       |
| Digital cable subscribers        |       | 22,003                  |       | 20,780                     |       |
| Analog cable subscribers         |       | 3,572                   |       | 3,996                      |       |
| Broadband internet subscribers   |       | 12,912                  |       | 10,850                     |       |
| Telephony subscribers            |       | 30,949                  |       | 29,674                     |       |
| Penetration (homes marketed) (3) |       | 37.6                    | %          | 36.0                       | %          |
| Churn (4)                        |       | 0.9                     | %          | 1.1                        | %          |

 

1.          Homes passed is thenumber of homes that have had ducting buried outside.

 

2.          Homes marketable refersto the number of homes within our service area that can potentially be servedby our network with minimal connection costs.

 

3.          Penetration rate measures the number of customersfor our services divided by the number of marketable homes that our servicespass.

 

4.          Monthly customer churn is calculated bytaking the total disconnects during the month and dividing them by the averagenumber of customers during the month. Average monthly churn during a quarter is the average of the threemonthly churn calculations within the quarter.

 

**Results ofOperations**

 

We derive our revenue principally from monthly fees and usagecharges.  Our packaging and pricing aredesigned to encourage our customers to use multiple services such as dualtelephone and broadband, dual telephone and television or triple telephone,television and broadband Internet access.

 

The principal components of our expensesinclude payroll and other employee related costs; interconnection costs paid toother carriers related to telephone services; television programming costs;marketing and selling costs; repairs and maintenance; facility related costs,like rent, utilities and rates; and allowances for doubtful accounts.  Our expenses include certain costs that arecharged by a subsidiary of NTL for the provision of network services andsupport, the use of NTL’s national backbone telephone network for carriage ofour telephone traffic, as well as the provision of technical infrastructure andnetwork capacity by NTL for our subscription Internet access service anddigital television services, the provision of corporate services, includingfinance, legal, human resources and facility services, and for the provision ofIT services, including our use of the related IT equipment.

 

7

----

 

***Factors affecting our business***

 

*CustomerChurn.* An increase in our customer churn can lead to increased costs andreduced revenues. We continue to focus on improving our customer service andenhancing and expanding our service offerings to existing customers in aneffort to manage our customer churn rate. Customer churn is a measure of thenumber of customers who stop using our services. Although our ability to reduceour customer churn rate beyond a base level is limited by factors likecustomers moving outside our network service area, in particular during thesummer season, managing our customer churn rate is a significant component ofour business plan. To help meet these objectives, NTL needs to integrate itsbilling systems and customer databases, including ours, across its entirenetwork. Although NTL is in the process of integrating its billing systems andcustomer databases, including ours, there can be no assurance that it will besuccessful in reaching this goal. In addition, our customer churn rate may alsoincrease if we are unable to deliver our services over our network withoutinterruption.

 

*Competition.*  Our ability to acquire and retain customersand increase revenues depends on our competitive strength. There is significantcompetition in our markets through digital satellite offered by BSkyB anddigital terrestrial television offered by Freeview, as well as throughalternative Internet access services, like DSL, which is offered by BT. Ifcompetitive forces prevent us from charging the prices for these services thatwe plan to charge, or if our competition is able to attract our customers orpotential customers we are targeting, our results of operations will beadversely affected.

 

*CapitalExpenditures.* Our business requires substantial capital expenditures on a continuingbasis for various purposes, including expanding and upgrading our network,investing in new customer acquisitions, and offering new services. If we do notcontinue to invest in our network, our ability to retain and acquire customersmay be hindered. Therefore, our liquidity and the availability of cash to fundcapital projects are important drivers of our revenues. When our liquidity isrestricted, so is our ability to meet our capital expenditure requirements. Webelieve that our cash from operations and cash from NTL,will be sufficient for our cash requirements in 2004.

 

*Seasonality.*  Certain revenue streams are subject toseasonal factors. For example, telephone usage revenues tend to be slightlylower during summer holiday months. Our customer churn rates include personswho disconnect service owing to moves, resulting in a seasonal increase in ourchurn rates during the summer months when higher levels of UK house moves occurand students leave their accommodations between school years.

 

*Integrationof Billing Systems.* NTL’s historical growththrough acquisition has resulted in numerous billing systems and incompatibletechnology infrastructure.  NTL is in theprocess of merging most of these systems onto a single platform for use by ourntl: home and ntl: business segments. NTL expects this integration to reduce costsand improve customer call center efficiencies. Through June 30, 2004, NTLexpended approximately £73 million, or $124 million, of which approximately £17million, or $31 million, was incurred in 2004. NTL currently expects the total cost of the integration to beapproximately £89 million, or $153 million. Additionally, NTL are currently re-phasing the project and now expectthe integration to be completed in the first quarter of 2005.

 

*Call CenterConsolidation.* On April 7, 2004, NTLannounced the consolidation over the next 18 months of its 13 customer servicecall centers, which supports the ntl: home division, into three call centers inthe UK equipped for growth. Following an internal review, three specialist callcenters will be retained and developed and will be supported by four sales andcustomer support sites, located throughout the UK. As part of theconsolidation, NTL intends to make additional investments in technology andtraining in order to streamline processes and generate efficiencies. As aresult of these investments, NTL expects that in the medium term it will beable to deliver a higher level of customer service with up to 1,500 feweremployees. As of June 30, 2004, NTL has incurred £15.3 million, or $27.8million, and expects to incur approximately £25 million, or $45 million, ofcosts to execute this program.

 

8

----

 

If the integration of NTL’s billing systems or the consolidation ofNTL’s call centers are not successful, we could experience an adverse effect onour customer service, customer churn rate and costs of maintaining NTL’sbilling systems going forward. NTL could also experience operational failuresrelated to billing and collecting revenues from our customers which, depending onthe severity of the failure, could have a material adverse effect on ourbusiness.

 

*ThreeMonths Ended June 30, 2004 and 2003*

 

We presentbelow summarized consolidated financial information for the three months endedJune 30, 2004 and 2003:

 
| ** **                                    | ** ** | **Three months ended  June 30,** | ** ** | **Three months ended  June 30,** | ** ** |
|-----------------------------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|
| ** **                                    | ** ** | **2004**                              | ** ** | **2003**                              | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                          |       |                                  |       |                                  |       |   |   |   |   |
| **Revenues**                                  |       | $                                     | 9,206,782  |                                  | $          | 8,087,525 |   | £ | 5,098,206 |   | £ | 4,996,206 |   |
| Cost of goods sold                            |       | (2,904,827                            | )          | (2,708,989                            | )          | (1,608,113 | ) | (1,673,263 | ) |
| Selling, general and administrative  expenses |       | (21,717                               | )          | (18,250                               | )          | (12,026 | ) | (11,273 | ) |
| Management fees and allocated overhead        |       | (3,447,239                            | )          | (3,411,241                            | )          | (1,908,876 | ) | (2,107,606 | ) |
| Other charges                                 |       | (234,443                              | )          | —                                |       | (128,663 | ) | — |   |
| Depreciation                                  |       | (1,597,275                            | )          | (1,935,869                            | )          | (884,476 | ) | (1,195,392 | ) |
| **Operating income  (loss)**                  |       | 1,001,281                             |       | 13,176                                |       | 556,052 |   | 8,672 |   |
| Interest expense                              |       | (538,701                              | )          | (471,772                              | )          | (298,301 | ) | (291,444 | ) |
| Exchange gains (losses)                       |       | 29,278                                |       | (74,913                               | )          | 16,212 |   | (46,603 | ) |
| **Net income (loss)**                         |       | $                                     | 491,858    |                                  | $          | (533,509 | ) | £ | 273,963 |   | £ | (329,375 | ) |

 

*Revenues*

For thequarter ended June 30, 2004, revenues increased by 13.8% to $9.2 millionfrom $8.1 million for the quarter ended June 30, 2003 primarily owing toforeign exchange movements.  Revenueexpressed in UK pounds sterling increased by 2.0% to £5.1 million from £5.0million.  We have increased our revenuesthrough price increases and more customers, particularly broadband customers.At June 30, 2004, we served 12,912 broadband customers compared with 8,767at June 30, 2003. At June 30, 2004, we served 22,003 digital cablecustomers compared with 20,740 at June 30, 2003. We expect revenueincreases in the future to be achieved by further growth in services such asdigital television and broadband services.

 

*Expenses*

 

*Costs of goods sold*

For the quarter endedJune 30, 2004, costs of goods sold have increased by 7.2% to $2.9 millionfrom $2.7 million for the quarter ended June 30, 2003 primarily owing toforeign exchange movements.  Respectivelyexpressed in UK pounds sterling, costs of goods sold decreased by 3.9% to £1.6million from £1.7 million.  Cost of goodssold as a percentage of revenue also decreased to 31.5% from 33.5%.  We continue to benefit from efficiencies thatNTL has gained in the negotiation of television programming costs andreductions in interconnection costs.

 

*Selling, general andadministrative expenses*

For the quarter endedJune 30, 2004 selling, general and administrative costs, incorporatingmainly investor relations’ costs, increased by 19.0 % to $21,717 from $18,250for the quarter ended June 30, 2003. Respectively expressed in UK pounds sterling the increase was 6.7% to£12,025 from £11,273. Selling, general and administrative expenses representinvestor relations’ and independent accountant’s fees.

 

*Management fees and allocatedoverhead*

For the quarter endedJune 30, 2004 the management fees and allocated overhead remained flat comparedwith the quarter ended June 30, 2003 at $3.4 million.  Expressed in UK pounds sterling, managementfees and allocated overheads decreased by 9.4% from £2.1 million to £1.9million. Management fees and allocated overhead are charged as a percentage ofour revenues.  Despite the increase inrevenues, the costs incurred by NTL have comparatively reduced and these costsavings have been passed onto us.

 

*Other charges* includerestructuring costs allocated to us by a subsidiary of NTL. These costs wereincurred in connection with NTL’s call center consolidation program.

 

9

----

 

*Depreciation*

For thequarter ended June 30, 2004 depreciation charge reduced by 17.5% to $1.6million from $1.9 million for the quarter ended June 30, 2003.  Respectively expressed inUK pounds sterling, depreciation charge decreased by 26.0% to £0.9 million from£1.2 million.  On January 1,2004, we reassessed the remaining useful lives of our fixed assets.  The change in lives reduced the depreciationcharge by $181,462 million or £100,514 million for the three months endedJune 30, 2004. The remaining reduction in depreciation expense reflectsthe absence of depreciation on assets that became fully depreciated in 2003.

 

*Interest expense*

We incur interest on deferred charges paid on our behalf by the GeneralPartner. The increase in interest expense is owing to the increase in the levelof unpaid management fees as well as foreign exchange movements.  For the quarter ended June 30, 2004 theinterest charge increased by 14.2% to $538,701 from $471,772 for the quarterended June 30, 2003.  Respectively expressed in UK pounds sterling, interest chargesincreased by 2.3% to £298,252 from £291,444.

 

## *Exchangegains (losses)*

The exchange gains in 2004 and exchange losses in 2003 are attributableto fluctuations in the valuation of the US Dollar on certain of our assets andtransactions, which are denominated in UK Pounds Sterling.  Our results of operations will continue to beaffected by exchange rate fluctuations.

 

## *Minority interests*

AtJune 30, 2004 NTL South Herts’ liabilities exceeded its assets. We havenot recognized the resulting minority interest asset since such an asset is notrecoverable. Under UK law, the shareholders of a UK limited company areprotected from the company’s liabilities.

 

*Six MonthsEnded June 30, 2004 and 2003*

 

We presentbelow summarized consolidated financial information for the six months endedJune 30, 2004 and 2003:

 
| ** **                                    | ** ** | **Six months ended  June 30,** | ** ** | **Six months ended  June 30,** | ** ** |
|-----------------------------------------------|------------|-------------------------------------|------------|-------------------------------------|------------|
| ** **                                    | ** ** | **2004**                            | ** ** | **2003**                            | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **                                    | ** ** | ** **                          | ** ** | ** **                          | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Revenues**                                  |       | $                                   | 18,565,194 |                                | $          | 15,930,219 |   | £ | 10,185,313 |   | £ | 9,889,632 |   |
| Cost of goods sold                            |       | (5,774,234                          | )          | (5,419,161                          | )          | (3,167,884 | ) | (3,364,267 | ) |
| Selling, general and administrative  expenses |       | (43,406                             | )          | (36,500                             | )          | (23,814 | ) | (22,660 | ) |
| Management fees and allocated overhead        |       | (7,101,652                          | )          | (6,638,085                          | )          | (3,896,226 | ) | (4,120,986 | ) |
| Other charges                                 |       | (242,682                            | )          | —                              |       | (133,141 | ) | — |   |
| Depreciation                                  |       | (3,210,203                          | )          | (3,979,999                          | )          | (1,761,235 | ) | (2,470,821 | ) |
| **Operating income  (loss)**                  |       | 2,193,017                           |       | (143,526                            | )          | 1,203,013 |   | (89,102 | ) |
| Interest expense                              |       | (1,077,687                          | )          | (929,685                            | )          | (591,259 | ) | (577,157 | ) |
| Exchange (losses)                             |       | (30,205                             | )          | (44,212                             | )          | (16,572 | ) | (27,447 | ) |
| **Net income (loss)**                         |       | $                                   | 1,085,125  |                                | $          | (1,117,423 | ) | £ | 595,182 |   | £ | (693,706 | ) |

 

*Revenues*

For the sixmonths ended June 30, 2004, revenues increased by 16.5% to $18.6 millionfrom $15.9 million for the six months ended June 30, 2003 primarily owingto foreign exchange movements.  Revenueexpressed in UK pounds sterling increased by 3.0% to £10.2 million from £9.9million.  We have increased our revenuesthrough price increases and more customers. At June 30, 2004, we served 34,823 total customers compared with32,573 at June 30, 2003. At June 30, 2004, our penetration rate was37.6% compared with 35.4% at June 30, 2003.  We expect revenue increases in the future tobe achieved by further growth in services such as digital television andbroadband services.

 

10

----

 

*Expenses*

 

*Costs of goods sold*

For the six months endedJune 30, 2004, costs of goods sold have increased by 6.6% to $5.8 millionfrom $5.4 million for the six months ended June 30, 2003 primarily owingto foreign exchange movements. Respectively expressed in UK pounds sterling, costs of goods solddecreased by 5.8% to £3.2 million from £3.4 million.  Cost of goods sold as a percentage of revenuealso decreased to 31.1% from 34.0%.  Wecontinue to benefit from efficiencies that NTL has gained in the negotiation oftelevision programming costs and reductions in interconnection costs.

 

*Selling, general andadministrative expenses*

For the six months endedJune 30, 2004 selling, general and administrative costs, incorporatingmainly investor relations’ costs, increased by 18.9% to $43,406 from $36,500for the six months ended June 30, 2003. Respectively expressed in UK pounds sterling the increase was 5.1% to£23,814 from £22,660.  Selling, generaland administrative expenses represent investor relations’ and independentaccountant’s fees.

 

*Management fees and allocatedoverhead*

For the six months endedJune 30, 2004 the management fees and allocated overhead increased by 7.0%to $7.1 million from $6.6 million for the six months ended June 30,2003.  Expressed in UK pounds sterling,management fees and allocated overheads decreased by approximately 5.5% or £0.2million. Management fees and allocated overhead are charged as a percentage ofour revenues.  Despite the increase inrevenues, the costs incurred by NTL have comparatively reduced and these costsavings have been passed onto us.

 

*Other charges* representrestructuring costs allocated to us by a subsidiary of NTL. These costs wereincurred in connection with NTL’s call center consolidation program.

 

*Depreciation*

For the sixmonths ended June 30, 2004 depreciation charge decreased by 19.3% to $3.2million from $4.0 million for the six months ended June 30, 2003.  Respectively expressed inUK pounds sterling, depreciation charge decreased by 28.7% to £1.8 million from£2.5 million.  On January 1,2004 we reassessed the remaining useful lives of our fixed assets.  The change in lives reduced the depreciationcharge by $371,426, or £203,778, for the six months ended June 30, 2004.The remaining reduction in depreciation expense reflects the absence ofdepreciation on assets that became fully depreciated in 2003.

 

*Interest expense*

We incur interest on deferred charges paid on our behalf by the GeneralPartner. The increase in interest expense is owing to the increase in the levelof unpaid management fees as well as foreign exchange movements.  For the six months ended June 30, 2004the interest charge increased by 15.9% to $1,077,687 from $929,685 for the sixmonths ended June 30, 2003.  Respectively expressed in UK pounds sterling, interest chargeincreased by 2.4% to £591,259 from £577,157.

 

## *Exchange(losses)*

The exchange losses in 2004 and 2003 are attributable to fluctuationsin the valuation of the US Dollar on certain of our assets and transactions,which are denominated in UK Pounds Sterling. Our results of operations will continue to be affected by exchange ratefluctuations.

 

## *Minority interests*

AtJune 30, 2004 NTL South Herts’ liabilities exceeded its assets. We havenot recognized the resulting minority interest asset since such an asset is notrecoverable. Under UK law, the shareholders of a UK limited company areprotected from the company’s liabilities.

 

**CondensedConsolidated Statement of Cash Flows**

 

In the six months endedJune 30, 2004, we generated $901,277 from our operating activitiescompared with $807,620 in the six months ended June 30, 2003 and used itto purchase fixed assets including connecting new customers to ournetwork.  Our cash from operations hasincreased because of improved operating income.

 

11

----

 

**Liquidityand Capital Resources**

 

Historically,our source of cash has been the net proceeds of our offerings of limitedpartnership interests and our principal uses of cash have been capitalcontributions to NTL South Herts in order to fund our proportionate share ofthe construction costs of the South Herts System. As of June 30, 2004, wehad current liabilities of $64,395,654 due to NTL Group companies, compared to $66,757,685at December 31, 2003 and $62,146,691 at June 30, 2003.

 

Accordingly,until such time as NTL South Herts begins to pay dividends on its ordinary shares (which is not expected in the foreseeablefuture) we will be required to fund our administrative expenses by additionalissuances of limited partnership interests or from borrowings. It is unlikelythat we will be able to sell debt or equity securities in the public markets atleast in the short term or to obtain financing from commercial banks.Accordingly, we are dependent on NTL for funds to cover operating expenses, andwill continue to be dependent upon NTL to meet our liquidity requirements forthe foreseeable future. We expect that cash from our operations will beutilized fully for the purchase of fixed assets including connecting newcustomers to our networks in the twelve months from July 1, 2004 toJune 30, 2005.

 

***Description of Indebtedness***

 

**Financing**

 

We have nofinancing independent of NTL.  We arereliant upon the support of NTL to continue our operations.  At June 30, 2004 we had $64,395,654 dueto NTL Group companies.

 

12

----

 

**Item 3.****Quantitative andQualitative Disclosures About Market Risk**

 

The functionalcurrency of NTL South Herts is UK pounds sterling and all revenue andsignificantly all costs are incurred in UK pounds sterling. We report in USdollars. Therefore, our results of operations are exposed to fluctuations inthe UK pound sterling to US dollar exchange rate. The aggregate potential lossfrom a hypothetical one percent fall in the UK£/US$ exchange rate is $12,726for the six months ended June 30, 2004.

 

We have nodebt other than amounts due to affiliates. Consequently, we have littleinterest rate risk. As of June 30, 2004, we had approximately $64.4million due to NTL.

 

**Item 4.****Controls and Procedures**

 

(a)          *DisclosureControls and Procedures.*  Ourmanagement, with the participation of the Chief Executive Officer and ChiefFinancial Officer of NTL *, has evaluated the effectiveness of our disclosurecontrols and procedures (as such term is defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, or theExchange Act) as of the end of the period covered by this report.  Based on such evaluation, NTL’s ChiefExecutive Officer and Chief Financial Officer have concluded that, as of theend of such period, our disclosure controls and procedures are effective inrecording, processing, summarizing and reporting, on a timely basis,information required to be disclosed by us in the reports that we file underthe Exchange Act.

 

(b) *Changes inInternal Control Over Financial Reporting.*  Except for the matters described below, therehave not been any changes in our internal control over financial reporting (assuch 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 materiallyaffected, or are reasonably likely to materially affect, our internal controlover financial reporting.

 

NTL is currently consolidating a number ofits billing systems as noted in Item 2. Management’sDiscussion and Analysis of Financial Condition and Results of Operations –Integration of Billing Systems. As NTL completes the integration, it may temporarily experience periodsof ineffectiveness over the internal controls over financial reporting relatingto these systems.

 

*                 Wehave no Chief Executive Officer or Chief Financial Officer. Robert Mackenzieand Scott E. Schubert are Directors of Fawnspring Limited, our General Partner,and the latter is Chief Financial Officer of NTL Incorporated, the indirectparent of Fawnspring Limited.

 

13

----

 

**Part II. Other Information**

 

**Item 5.****OtherInformation**

 

Effective June 15, 2004, NTL appointed Bryan Hall as GeneralCounsel and Company Secretary. As NTL’s general counsel, Mr. Hall isresponsible for managing the in-house lawyers and outside counsel on all legalissues and affairs involving NTL, as well as providing legal advice to NTL andits board of directors.

 

Mr. Hall has over 15 years experience as a corporate lawyer in NewYork.  Most recently, Mr. Hall was apartner in the corporate department at Fried, Frank, Harris, Shriver &Jacobson LLP in New York, specializing in public and private acquisitions andacquisition financing.  He joined FriedFrank in 1997 as an associate attorney before becoming a partner in 2000.

 

On July 16, 2004, we issued a press release announcing that the we had learned of an unsolicited mini-tender offer being made by Peachtree Partners to purchase units of limited partnership interests up to an amount representing 4.9 percent of our outstanding units, for a price of $27.50 per unit of limited partnership interest in cash, subject to adjustments.

 

We do not in any way recommend or endorse Peachtree’s mini-tender offerand express no opinion as to whether our limited partners should tender theirshares in the mini-tender offer. We are not associated with Peachtree, theoffer or the offer documentation. Limited partners should note that there is noestablished trading market for the units and, accordingly, there is noestablished trading price for the units.

 

**Item 6.****Exhibitsand Reports on Form 8-K.**

 
| a)     | Exhibits             |   |                                                                                                                                                        |
|--------|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                 |   |                                                                                                                                                        |
|   | 31                   |   | Certification  of CEO and CFO* pursuant to Rule 13(a)-14(a) and 15d–14(a) under the  Securities Exchange Act of 1934, as amended, or the Exchange Act. |
|   | 32                   |   | Certification  of CEO and CFO* pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002          |
|   |                 |   |                                                                                                                                                        |
| b)     | Reports on  Form 8-K |
|   |                 |   |                                                                                                                                                        |
|   | None                 |   |                                                                                                                                                        |

 

----

|   | *      We  have no Chief Executive Officer or Chief Financial Officer. Robert Mackenzie  and Scott E. Schubert are Directors of Fawnspring Limited, our General  Partner, and the latter is Chief Financial Officer of NTL Incorporated, the  indirect parent of Fawnspring Limited. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

14

----

 

**SIGNATURES**

 

Pursuant tothe requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.

 
|                                    | SOUTH HERTFORDSHIRE UNITED  KINGDOM FUND, LTD. |
|-----------------------------------------|------------------------------------------------|
|                                    |                                           | a Colorado limited partnership |
|                                    |                                           |
|                                    | By:                                            | Fawnspring Limited,  its General Partner |
|                                    |                                           |   |
|                                    | By:                                            | /s/  ROBERT  MACKENZIE |   |
|                                    |                                           | Robert Mackenzie |
|                                    |                                           | Director of Fawnspring Limited  the General Partner of South Hertfordshire  United Kingdom Fund, Ltd. |
|                                    |                                           |   |
| Dated:  August 11,  2004 |                                           |   |
|                                         |                                                |  |  |  |

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **Name**   | ** **                  | **Title**  | ** ** | **Date**                                                                                                | ** ** |
|------------|-----------------------------|------------|------------|---------------------------------------------------------------------------------------------------------|------------|
| ** ** | ** **                  | ** ** | ** ** | ** **                                                                                              | ** ** |
|       | /s/  ROBERT MACKENZIE  |       |       | Director of  Fawnspring Limited, the General Partner of South Hertfordshire United Kingdom  Fund, Ltd.* |       | August 11,  2004 | ** ** |
|       | Robert Mackenzie            |       |       |
|       |                        |       |       |                                                                                                    |       |
|       | /s/  SCOTT E. SCHUBERT |       |       | Director of  Fawnspring Limited, the General Partner of South Hertfordshire United Kingdom  Fund, Ltd.* |       | August 11,  2004 | ** ** |
|       | Scott E. Schubert           |       |       |

 

----

*                 The Partnershiphas no Chief Executive Officer or Chief Financial Officer.  Robert Mackenzie and Scott E. Schubert areDirectors of Fawnspring Limited, the general partner of the Partnership, andthe latter is Chief Financial Officer of NTL Incorporated, 

theindirect parent of Fawnspring Limited.

 

15

----