**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**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 September 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** |

 

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| **South  Hertfordshire United Kingdom Fund, Ltd.**                              |
|--------------------------------------------------------------------------------------|
| Exact name of registrant as specified in charter                                     |
| ** **                                                                           | ** ** | ** ** |
| **Colorado**                                                                         | ** ** | **84-1145140** |
| State of organization                                                                | * * | I.R.S. employer I.D.# |
| ** **                                                                           |
| **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 during thepreceding 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 November 10, 2004 was56,935.

 

 

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**TABLE OF CONTENTS**

 
|     |                  | **Page  Number**                                                                                                             |
|----------|-----------------------|------------------------------------------------------------------------------------------------------------------------------|
| PART I.  | FINANCIAL INFORMATION | 1                                                                                                                            |
|     | Item 1.               | Financial Statements                                                                                                         | 1 |
|     |                  | Condensed Consolidated Balance Sheets as of  September 30, 2004 (unaudited) and December 31, 2003                            | 1 |
|     |                  | Condensed Consolidated Statements of Operations  for the Three and Nine Months Ended September 30, 2004 and 2003 (unaudited) | 2 |
|     |                  | Condensed Consolidated Statements of Cash  Flows for the Nine Months Ended September 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                                                                                                                     | 14 |
|     |                  |                                                                                                                         |   |
|     | SIGNATURES            |                                                                                                                         |

 

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**“Safe Harbor” Statement under the Private Securities Litigation ReformAct of****1995:**

 

Various statementscontained in this document constitute “forward-looking statements” as that termis 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, whichinvolve known and unknown risks, uncertainties and other factors that may causeour actual results, performance or achievements or industry results to bematerially different from those contemplated, whether expressed or implied, bythese forward-looking statements.  Thesefactors include those set forth under the caption “Risk Factors” in the Form10-K that was filed with the SEC on March 11, 2004 and under the caption “RiskFactors” in the Registration Statement on Form S-8 that was filed with the SECon September 9, 2004 by the ultimate parent company of our General Partner, NTLIncorporated, or NTL, such as:

 

•potential adverse developments with respect to NTL’s and our liquidity orresults of operations;

 

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

 

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

 

•ourability to generate cash sufficient to service our debt;

 

•the impact of new business opportunities requiring significant up-frontinvestment;

 

•our ability to attract and retain customers, increase our overall marketpenetration and react to competition from providers of alternative services;

 

• NTL’sability to integrate its billing systems;

 

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

 

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

 

•our ability to respond adequately to technological developments;

 

•NTL’s and our ability to maintain contracts that are critical to ouroperations;

 

•our ability to continue to design networks, install facilities, obtain andmaintain any required governmental licenses or approvals and financeconstruction and development, in a timely manner at reasonable costs and onsatisfactory terms and conditions;

 

• interestrate and currency exchange rate fluctuations; and

 

•the impact of NTL’s reorganization and subsequent organizational restructuring.

 

We assume no obligationto update the forward-looking statements contained herein to reflect actualresults, changes in assumptions or changes in factors affecting thesestatements.

 

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**Exchange Rates**

 

The following table sets forth, for theperiods indicated, the period end, period average, high and low noon buyingrate in the City of New York for cable transfers as certified for customspurposes by the Federal Reserve Bank of New York expressed as U.S. dollars per£1.00.  The noon buying rate of the poundsterling on September 30, 2004 was $1.8090 per £1.00.

 
| ** **                         | ** ** | **U.S. Dollars per £1.00** | ** ** |
|------------------------------------|------------|---------------------------------|------------|
| **Nine Months Ended September 30** | ** ** | **Period End**                  | ** ** | **Average(1)** | ** ** | **High** | ** ** | **Low** | ** ** |
|                               |       |                            |       |   |   |   |   |   |   |
| 2003                               |       | 1.66                            |       | 1.62 |   | 1.68 |   | 1.55 |   |
| 2004                               |       | 1.81                            |       | 1.82 |   | 1.90 |   | 1.75 |   |

 

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(1)                                  Theaverage rate is the average of the noon buying rates on the last day of eachmonth during the relevant 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.

 

Unless we otherwiseindicate, all amounts in U.S. dollars as of September 30, 2004 are based on anexchange rate of $1.8090 to £1.00, all amounts disclosed for the nine monthsended September 30, 2004 are based on an average exchange rate of $1.8216 to£1.00, and all amounts disclosed for the nine months ended September 30, 2003are based on an average exchange rate of $1.6107 to £1.00. All amounts in U.S.dollars as of December 31, 2003 are based on an exchange rate of $1.7842 to£1.00. All rates are based on the noon buying rate in the City of New York forcable transfers as certified for customs purposes by the Federal Reserve Bankof New York. U.S. dollar amounts for the three months ended September 30, 2004and 2003 are determined by subtracting the U.S. dollar converted financialresult for the six months ended June 30, 2004 and 2003 from the U.S. dollarconverted financial result for the nine months ended September 30, 2004 and2003, respectively. The variation between the 2003 and 2004 exchange rates hasimpacted the dollar comparisons.

 

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**Part I.     Financialinformation**

 

**Item 1.    Financialstatements**

 

**CONDENSED CONSOLIDATED BALANCE SHEETS**

 
| ** **                                                                                       | ** ** | **September  30,  2004** | ** ** | **December  31,  2003** | ** ** |
|--------------------------------------------------------------------------------------------------|------------|--------------------------|------------|-------------------------|------------|
| ** **                                                                                       | ** ** | **(unaudited)**          | ** ** | **(see  Note)**         | ** ** |
| **Assets**                                                                                       |       |                     |       |                    |       |
| Fixed assets, net                                                                                |       | $                        | 59,313,048 |                    | $          | 61,450,329 |   |
|                                                                                             |       |                     |       |                    |       |
| **Total assets**                                                                                 |       | $                        | 59,313,048 |                    | $          | 61,450,329 |   |
|                                                                                             |       |                     |       |                    |       |
| **Liabilities and Partners' Deficit**                                                            |       |                     |       |                    |       |
| Current liabilities                                                                              |       |                     |       |                    |       |
| Accounts payable to affiliates and related  parties                                              |       | $                        | 62,758,468 |                    | $          | 66,757,685 |   |
| Total liabilities                                                                                |       | 62,758,468               |       | 66,757,685              |       |
|                                                                                             |       |                     |       |                    |       |
| **Commitments and contingencies**                                                                |       |                     |       |                    |       |
|                                                                                             |       |                     |       |                    |       |
| **Partners' capital (deficit)**                                                                  |       |                     |       |                    |       |
| General Partner                                                                                  |       |                     |       |                    |       |
| Contributed capital                                                                              |       | 1,000                    |       | 1,000                   |       |
| Accumulated deficit                                                                              |       | (519,715                 | )          | (538,849                | )          |
|                                                                                             |       | (518,715                 | )          | (537,849                | )          |
| Limited Partners                                                                                 |       |                     |       |                    |       |
| Contributed capital, net (56,935 units  outstanding at September 30, 2004 and December 31, 2003) |       | 48,817,997               |       | 48,817,997              |       |
| Accumulated deficit                                                                              |       | (51,170,636              | )          | (53,064,892             | )          |
|                                                                                             |       | (2,352,639               | )          | (4,246,895              | )          |
| Accumulated comprehensive loss                                                                   |       | (574,066                 | )          | (522,612                | )          |
| Total Partners' deficit                                                                          |       | (3,445,420               | )          | (5,307,356              | )          |
|                                                                                             |       |                     |       |                    |       |
| **Total liabilities and Partners' deficit**                                                      |       | $                        | 59,313,048 |                    | $          | 61,450,329 |   |
|                                                                                                  |            |                          |            |                         |            |  |  |  |  |

 

 

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

 

Seeaccompanying notes.

 

1

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS**

**(Unaudited)**

 
| ** **                                                       | ** ** | **Three months ended  September 30,** | ** ** | **Nine months ended  September 30,** | ** ** |
|------------------------------------------------------------------|------------|---------------------------------------|------------|--------------------------------------|------------|
| ** **                                                       | ** ** | **2004**                              | ** ** | **2003**                             | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Revenues**                                                     |       | $                                     | 9,539,081  |                                 | $          | 8,205,910 |   | $ | 28,104,275 |   | $ | 24,136,129 |   |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Costs and expenses**                                           |       |                                  |       |                                 |       |   |   |   |   |
| Cost of goods sold (exclusive of items  shown below)             |       | (2,881,378                            | )          | (2,606,818                           | )          | (8,655,612 | ) | (8,025,979 | ) |
| Selling, general and administrative  expenses                    |       | (26,313                               | )          | (18,250                              | )          | (69,719 | ) | (54,750 | ) |
| Management fees and allocated overhead from  the General Partner |       | (3,538,172                            | )          | (3,179,765                           | )          | (10,639,824 | ) | (9,817,850 | ) |
| Other charges                                                    |       | (88,007                               | )          | (153,471                             | )          | (330,689 | ) | (153,471 | ) |
| Depreciation                                                     |       | (1,628,203                            | )          | (1,871,772                           | )          | (4,838,406 | ) | (5,851,771 | ) |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Operating income**                                             |       | 1,377,008                             |       | 375,834                              |       | 3,570,025 |   | 232,308 |   |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Other expenses**                                               |       |                                  |       |                                 |       |   |   |   |   |
| Interest payable to general partner and  affiliates              |       | (552,638                              | )          | (453,674                             | )          | (1,630,325 | ) | (1,335,035 | ) |
| Other interest payable                                           |       | —                                |       | (24,158                              | )          | — |   | (72,482 | ) |
| Exchange gains (losses)                                          |       | 3,895                                 |       | (9,287                               | )          | (26,310 | ) | (53,499 | ) |
| **Net income (loss)**                                            |       | $                                     | 828,265    |                                 | $          | (111,285 | ) | $ | 1,913,390 |   | $ | (1,228,708 | ) |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Allocation of net income (loss)**                              |       |                                  |       |                                 |       |   |   |   |   |
| General Partner                                                  |       | $                                     | 8,283      |                                 | $          | (1,113 | ) | $ | 19,134 |   | $ | (12,287 | ) |
| Limited Partners                                                 |       | 819,982                               |       | (110,172                             | )          | 1,894,256 |   | (1,216,421 | ) |
| **Net income (loss)**                                            |       | $                                     | 828,265    |                                 | $          | (111,285 | ) | $ | 1,913,390 |   | $ | (1,228,708 | ) |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Net income (loss) per Limited Partnership  unit**              |       | $                                     | 14.40      |                                 | $          | (1.94 | ) | $ | 33.27 |   | $ | (21.37 | ) |
|                                                             |       |                                  |       |                                 |       |   |   |   |   |
| **Average number of Limited Partnership units  outstanding**     |       | 56,935                                |       | 56,935                               |       | 56,935 |   | 56,935 |   |
|                                                                  |            |                                       |            |                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

See accompanying notes.

 

2

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 
| ** **                                                                               | ** ** | **Nine Months Ended   September 30,** | ** ** |
|------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                                               | ** ** | ** **                            |
| ** **                                                                               | ** ** | **2004**                              | ** ** | **2003** | ** ** |
| **Cash flows from operating activities**                                                 |       |                                  |       |   |   |
| Net income (loss)                                                                        |       | $                                     | 1,913,390  |   | ($1,228,708 | ) |
| Adjustments to reconcile net income (loss)  to net cash provided by operating activities |       |                                  |       |   |   |
| Depreciation                                                                             |       | 4,838,406                             |       | 5,851,771 |   |
| Change in operating assets and liabilities                                               |       |                                  |       |   |   |
| Decrease in prepaid expenses and other  assets                                           |       | —                                |       | 72,482 |   |
| Decrease in accounts payable to affiliates  and related parties                          |       | (4,918,776                            | )          | (3,399,753 | ) |
| Net cash provided by operating activities                                                |       | 1,833,020                             |       | 1,295,792 |   |
|                                                                                     |       |                                  |       |   |   |
| **Cash flows from investing activities**                                                 |       |                                  |       |   |   |
| Purchase of fixed assets                                                                 |       | (1,833,020                            | )          | (1,295,792 | ) |
| Net cash used in investing activities                                                    |       | (1,833,020                            | )          | (1,295,792 | ) |
|                                                                                     |       |                                  |       |   |   |
| 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                                                 |       | $                                     | —     |   | $ | — |   |

 

See accompanying notes.

 

3

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SOUTHHERTFORDSHIRE UNITED KINGDOM FUND, LIMITED

(A LIMITEDPARTNERSHIP)

QUARTER ENDEDSEPTEMBER 30, 2004

 

**NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**(Unaudited)**

 

**Note1.    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 U.S. 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 U.S. GAAP for completefinancial statements. In the opinion of our management, all adjustments(consisting only of normal recurring adjustments) considered necessary for afair presentation have been included. Results of operations for the periodended September 30, 2004 are not necessarily indicative of results to beexpected for the full year ending December 31, 2004. For further information,refer to the consolidated financial statements and footnotes thereto includedin our Annual Report on Form 10-K for the year ended December 31, 2003.

 

**Note2.   Comprehensive Income (Loss)(unaudited)**

 

Comprehensive income (loss) includes net income (loss)as well as other comprehensive income (loss). Our other comprehensive income (loss) consists of changes in cumulativetranslation adjustment. Comprehensive income (loss) comprises:

 

 
| ** **                               | ** ** | **Three months ended   September 30,** | ** ** | **Nine months ended   September 30,** | ** ** |
|------------------------------------------|------------|----------------------------------------|------------|---------------------------------------|------------|
| ** **                               | ** ** | ** **                             | ** ** |
| ** **                               | ** ** | **2004**                               | ** ** | **2003**                              | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                     |       |                                   |       |                                  |       |   |   |   |   |
| Net income (loss)                        |       | $                                      | 828,265    |                                  | $          | (111,285 | ) | $ | 1,913,390 |   | $ | (1,228,708 | ) |
| Foreign currency translation adjustments |       | (2,723                                 | )          | (14,252                               | )          | (51,454 | ) | (80,266 | ) |
| Comprehensive income (loss)              |       | $                                      | 825,542    |                                  | $          | (125,537 | ) | $ | 1,861,936 |   | $ | (1,308,974 | ) |

 

 

**Note3.  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

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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 approximately 3.0million residential cable television, Internet and telephony customers as atSeptember 30, 2004.

 

**Note4.   Transactions with Affiliated Parties**

 

*Consultingand Management Fees*

 

We pay aconsulting fee to an affiliate of the General Partner. During the constructionphases of the South Herts System, this consulting fee was 2 per cent ofconstruction costs. Since completion of construction of each portion of thesystem, the consulting fee for the completed portion has been 5 per cent of thegross revenues, excluding revenues from the sale of cable television/telephonysystems. The consulting fee is calculated and payable monthly. We paidconsulting fees for the three months ended September 30, 2004 and 2003 of$476,975 and $410,297 respectively. We paid consulting fees for the nine monthsended September 30, 2004 and 2003 of $1,405,214 and $1,206,807, 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 capitalaccount is reduced to zero; 99 percent to the limited partners and 1 percent tothe General Partner until the balance in the limited partners’ capital accountsis equal 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 GeneralPartner and its affiliates are entitled to reimbursement from NTL South Hertsfor direct and indirect expenses allocable to the operation of the South HertsSystem, and from us for direct and indirect expenses allocable to ouroperations, which include, but are not limited to, rent, supplies, telephone,travel, copying charges and salaries of any full or part-time employees. TheGeneral Partner believes that the methodology used in allocating these expensesis fair and reasonable. During the three months ended September 30, 2004 and2003, reimbursements made by NTL South Herts to the General Partner or itsaffiliates for any allocable direct and indirect expenses totaled $3,061,197and $2,922,857, respectively. During the nine months ended September 30, 2004and 2003 reimbursements made by NTL South Herts to the General Partner or itsaffiliates for any allocable direct and indirect expenses totaled $9,234,610and $8,764,432 respectively.

 

The GeneralPartner and its affiliates may make advances to, and defer collection of feesand allocated expenses owed by us, although they are not required to do so. Weare charged interest on such advances and deferred amounts at a rate equal tothe General Partner’s or certain affiliates’ weighted average cost of all debtfinancing from unaffiliated entities. For the three months ended September 30,2004 and 2003, interest on deferred fees were $511,755, and $419,501respectively. For the nine months ended September 30, 2004 and 2003 interest ondeferred fee totaled $1,508,609 and $1,233,550 respectively. The GeneralPartner charged interest on advances for the three months ended September 30,2004 and 2003 of $40,883 and $34,173 respectively. For the nine months endedSeptember 30, 2004 and 2003 the General Partner charged interest on advances of$121,716 and $101,485 respectively.

 

5

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**Note5.   Fixed Assets**

 

Fixed assetsconsist of:

 
| ** **               | ** ** | **Estimated  Useful Life** | ** ** | **September 30,  2004** | ** **  | **December 31,  2003** | ** ** |
|--------------------------|------------|----------------------------|------------|-------------------------|-------------|------------------------|------------|
| ** **               | ** ** | ** **                 | ** ** | **(unaudited)**         | ** **  | ** **             | ** ** |
|                     |       |                       |       |                    |        |                   |       |
| Operating equipment      |       | 5-30 years                 |       | $                       | 138,030,918 |                   | $          | 134,343,235 |   |
| Other equipment          |       | 5-30 years                 |       | 7,742,714               |        | 7,647,713              |       |
|                     |       |                       |       | 145,773,632             |        | 141,990,948            |       |
| Accumulated depreciation |       |                       |       | (86,460,584             | )           | (80,540,619            | )          |
|                     |       |                       |       | $                       | 59,313,048  |                   | $          | 61,450,329 |   |

 

With effectfrom January 1, 2004, we adopted new remaining useful economic lives such thatthe previously reported range of 3-40 years became 5-30 years for both classesof tangible fixed assets.  The change inlives reduced the depreciation charge by $182,867 for the three months endedSeptember 30, 2004 and $554,293 for the nine months ended September 30, 2004.

 

**Note6.  Commitments and ContingentLiabilities**

 

We had nosignificant contractual obligations and commercial commitments as of September30, 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

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** **

**Item 2. Management’s Discussion and Analysisof 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 September 30, 2004 and December 31, 2003:

 
| ** **                       | ** ** | **September 30,  2004** | ** ** | **December 31  2003** | ** ** |
|----------------------------------|------------|-------------------------|------------|-----------------------|------------|
|                             |       |                    |       |                  |       |
| Homes passed (1)                 |       | 92,888                  |       | 92,081                |       |
| Homes marketable (2)             |       | 92,888                  |       | 92,081                |       |
| Total customers                  |       | 35,614                  |       | 33,121                |       |
| Digital cable subscribers        |       | 22,161                  |       | 20,780                |       |
| Analog cable subscribers         |       | 3,376                   |       | 3,996                 |       |
| Broadband internet subscribers   |       | 14,339                  |       | 10,850                |       |
| Telephony subscribers            |       | 31,355                  |       | 29,674                |       |
| Penetration (homes marketed) (3) |       | 38.3                    | %          | 36.0                  | %          |
| Churn (4)                        |       | 1.2                     | %          | 1.1                   | %          |

 

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(1)                    Homes passed is the number of homesthat have had ducting buried outside.

 

(2)                    Homes marketable refers to thenumber of homes within our service area that can potentially be served by ournetwork with minimal connection costs.

 

(3)                    Penetration rate measures thenumber of customers for our services divided by the number of marketable homesthat our services pass.

 

(4)                    Monthly customer churn iscalculated by taking the total disconnects during the month and dividing themby the average number of customers during the month.  Average monthly churn during a quarter is theaverage of the three monthly churn calculations within the quarter.

 

**Results ofOperations**

 

We derive our revenue principally from monthly feesand usage charges.  Our packaging andpricing are designed to encourage our customers to use multiple services suchas dual telephone and broadband, dual telephone and television or tripletelephone, 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

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***Factors affecting our business***

 

*Customer Churn.*  An increase in our customer churn can lead toincreased costs and reduced revenues. We continue to focus on improving ourcustomer service and enhancing and expanding our service offerings to existingcustomers in an effort to manage our customer churn rate. Customer churn is ameasure of the number of customers who stop using our services. Although ourability to reduce our customer churn rate beyond a base level is limited byfactors like customers moving outside our network service area, in particularduring the summer season, managing our customer churn rate is a significantcomponent of our business plan. To help meet these objectives, NTL needs tointegrate its billing systems and customer databases, including ours, acrossits entire network. Although NTL is in the process of integrating its billingsystems and customer databases, including ours, there can be no assurance thatit will be successful in reaching this goal. In addition, our customer churnrate may also increase if we are unable to deliver our services over ournetwork without interruption.

 

*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 be adverselyaffected.

 

*Capital Expenditures.*  Our business requires substantial capitalexpenditures on a continuing basis for various purposes, including expandingand upgrading our network, investing in new customer acquisitions, and offeringnew services. If we do not continue to invest in our network, our ability toretain and acquire customers may be hindered. Therefore, our liquidity and theavailability of cash to fund capital projects are important drivers of ourrevenues. When our liquidity is restricted, so is our ability to meet ourcapital expenditure requirements. We believe that our cash from operations andcash 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 growth throughacquisition has resulted in numerous billing systems and incompatibletechnology infrastructure.  NTL is in theprocess of merging most of these systems onto a single set of platforms for useby our ntl: home and ntl: business segments. NTL expects this integration toreduce costs and improve customer call center efficiencies. Through September30, 2004, NTL expended £82.0 million, or $141.0 million, of which £26.6million, or $48.5 million, was incurred in 2004.  NTL currently expects the total cost of theintegration to be approximately £100.0 million, or $175.0 million.  Additionally, NTL are currently re-phasingthe project and now expect the integration to be completed in the second quarterof 2005.

 

*Call Center Consolidation.*On April 7, 2004, NTL announced the consolidation over the next 18 months ofits 13 customer service call centers, which supports the ntl: home division,into three call centers in the UK equipped for growth. Following an internalreview, three specialist call centers will be retained and developed and willbe supported by four sales and customer support sites, located throughout theUK. As part of the consolidation, NTL intends to make additional investments intechnology and training in order to streamline processes and generateefficiencies. As of September 30, 2004, NTL has incurred £18.9 million, or$34.5 million, and expects to incur approximately £23.1 million, or $41.8million, of costs to execute this program.

 

8

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If the integration of NTL’s billing systems or the consolidation of NTL’scall centers are not successful, we could experience an adverse effect on ourcustomer service, customer churn rate and costs of maintaining NTL’s billingsystems going forward. NTL could also experience operational failures relatedto billing and collecting revenues from our customers which, depending on theseverity of the failure, could have a material adverse effect on our business.

 

*ThreeMonths Ended September 30, 2004 and 2003*

 

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

 

 
| ** **                                    | ** ** | **Three months ended   September 30,** | ** ** | **Three months ended   September 30,** | ** ** |
|-----------------------------------------------|------------|----------------------------------------|------------|----------------------------------------|------------|
| ** **                                    | ** ** | ** **                             | ** ** |
| ** **                                    | ** ** | **2004**                               | ** ** | **2003**                               | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                          |       |                                   |       |                                   |       |   |   |   |   |
| **Revenues**                                  |       | $                                      | 9,539,081  |                                   | $          | 8,205,910 |   | £ | 5,243,033 |   | £ | 5,095,237 |   |
| Cost of goods sold                            |       | (2,881,378                             | )          | (2,606,818                             | )          | (1,583,770 | ) | (1,618,647 | ) |
| Selling, general and administrative  expenses |       | (26,313                                | )          | (18,250                                | )          | (14,459 | ) | (11,331 | ) |
| Management fees and allocated overhead        |       | (3,538,172                             | )          | (3,179,765                             | )          | (1,944,696 | ) | (1,974,407 | ) |
| Other charges                                 |       | (88,007                                | )          | (153,471                               | )          | (48,397 | ) | (95,282 | ) |
| Depreciation                                  |       | (1,628,203                             | )          | (1,871,772                             | )          | (894,895 | ) | (1,162,240 | ) |
| **Operating income**                          |       | 1,377,008                              |       | 375,834                                |       | 756,816 |   | 233,330 |   |
| Interest expense                              |       | (552,638                               | )          | (453,674                               | )          | (303,751 | ) | (251,697 | ) |
| Other                                         |       | —                                 |       | (24,158                                | )          | — |   | (45,000 | ) |
| Exchange gains (losses)                       |       | 3,895                                  |       | (9,287                                 | )          | 2,143 |   | (5,768 | ) |
| **Net income (loss)**                         |       | $                                      | 828,265    |                                   | $          | (111,285 | ) | £ | 455,208 |   | £ | (69,135 | ) |
|                                               |            |                                        |            |                                        |            |  |  |  |  |  |  |  |  |  |  |

 

*Revenues*

* *

For thequarter ended September 30, 2004, revenues increased by 16.2% to $9.5 millionfrom $8.2 million for the quarter ended September 30, 2003 primarily owing toforeign exchange movements.  Revenueexpressed in UK pounds sterling increased by 2.9% to £5.2 million from £5.1million.  We have increased our revenuesthrough price increases and more customers, particularly broadband customers.At September 30, 2004, we served 14,339 broadband customers compared with 9,882at September 30, 2003. At September 30, 2004, we served 22,161 digital cablecustomers compared with 20,661 at September 30, 2003. We expect revenueincreases in the future to be achieved by further growth in services such asdigital television and broadband services.

 

*Expenses*

 

*Costs ofgoods sold*

For the quarterended September 30, 2004, costs of goods sold have increased by 10.5% to $2.9million from $2.6 million for the quarter ended September 30, 2003 primarilyowing to foreign exchange movements. Respectively expressed in UK pounds sterling, costs of goods solddecreased by 2.2% to £1.58 million from £1.62 million.  Cost of goods sold as a percentage of revenuealso decreased to 30.2% from 31.8%.  Wecontinue to benefit from efficiencies that NTL has gained in the negotiation oftelevision programming costs and reductions in interconnection costs.

 

*Selling,general and administrative expenses*

For the quarterended September 30, 2004 selling, general and administrative costs,incorporating mainly investor relations’ costs, increased by 44.2 % to $26,313from $18,250 for the quarter ended September 30, 2003.  Respectively expressed in UK pounds sterlingthe increase was 27.6% to £14,459 from £11,331. Selling, general andadministrative expenses represent investor relations’ and independentaccountant’s fees.

 

*Managementfees and allocated overhead*

For the quarterended September 30, 2004 the management fees and allocated overhead increasedby 11.3% to $3.5 million from $3.2 for the quarter ended September 30,2003.  Expressed in UK pounds sterling,management fees and allocated overheads decreased by approximately 1.5% from£1.94 million to £1.97 million. Management fees and allocated overhead arecharged as a percentage of our revenues. Despite the increase in revenues, the costs incurred by NTL havecomparatively reduced and these cost savings have been passed onto us.

 

9

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*Othercharges* include restructuring costs allocated to us by asubsidiary of NTL. These costs were incurred in connection with NTL’s callcenter consolidation program.

 

*Depreciation*

For thequarter ended September 30, 2004 depreciation charge reduced by 13.0% to $1.6million from $1.9 million for the quarter ended September 30, 2003.  Respectively expressed in UK pounds sterling,depreciation charge decreased by 23.0% to £0.9 million from £1.2 million.  On January 1, 2004, we reassessed theremaining useful lives of our fixed assets. The change in lives reduced the depreciation charge by $182,867 or£100,514 for the three months ended September 30, 2004. The remaining reductionin depreciation expense reflects the absence of depreciation on assets thatbecame fully depreciated in 2003.

 

*Interestexpense*

We incur intereston deferred charges paid on our behalf by the General Partner. The increase ininterest expense is owing to the increase in the level of unpaid managementfees as well as foreign exchange movements. For the quarter ended September 30, 2004 the interest charge increasedby 21.8% to $552,638 from $453,674 for the quarter ended September 30,2003.  Respectively expressed in UKpounds sterling, interest charges increased by 20.7% to £303,751 from £251,697.

 

## *Exchange gains (losses)*

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

 

## *Minorityinterests*

At September30, 2004 NTL South Herts’ liabilities exceeded its assets. We have notrecognized 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.

 

*Nine MonthsEnded September 30, 2004 and 2003*

 

We presentbelow summarized consolidated financial information for the nine months endedSeptember 30, 2004 and 2003:

 
| ** **                                    | ** ** | **Nine months ended   September 30,** | ** ** | **Nine months ended  September 30,** | ** ** |
|-----------------------------------------------|------------|---------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | ** **                            | ** ** |
| ** **                                    | ** ** | **2004**                              | ** ** | **2003**                             | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                          |       |                                  |       |                                 |       |   |   |   |   |
| **Revenues**                                  |       | $                                     | 28,104,275 |                                 | $          | 24,136,129 |   | £ | 15,428,346 |   | £ | 14,984,869 |   |
| Cost of goods sold                            |       | (8,655,612                            | )          | (8,025,979                           | )          | (4,751,654 | ) | (4,982,914 | ) |
| Selling, general and administrative  expenses |       | (69,719                               | )          | (54,750                              | )          | (38,273 | ) | (33,991 | ) |
| Management fees and allocated overhead        |       | (10,639,824                           | )          | (9,817,850                           | )          | (5,840,922 | ) | (6,095,393 | ) |
| Other charges                                 |       | (330,689                              | )          | (153,471                             | )          | (181,538 | ) | (95,282 | ) |
| Depreciation                                  |       | (4,838,406                            | )          | (5,851,771                           | )          | (2,656,130 | ) | (3,633,061 | ) |
| **Operating income**                          |       | 3,570,025                             |       | 232,308                              |       | 1,959,829 |   | 144,228 |   |
| Interest expense                              |       | (1,630,325                            | )          | (1,335,035                           | )          | (894,998 | ) | (828,854 | ) |
| Other                                         |       | —                                |       | (72,482                              | )          | — |   | (45,000 | ) |
| Exchange losses                               |       | (26,310                               | )          | (53,499                              | )          | (14,441 | ) | (33,215 | ) |
| **Net income (loss)**                         |       | $                                     | 1,913,390  |                                 | $          | (1,228,708 | ) | £ | 1,050,390 |   | £ | (762,841 | ) |
|                                               |            |                                       |            |                                      |            |  |  |  |  |  |  |  |  |  |

 

*Revenues*

For the ninemonths ended September 30, 2004, revenues increased by 16.4% to $28.1 millionfrom $24.1 million for the nine months ended September 30, 2003 primarily owingto foreign exchange movements.  Revenueexpressed in UK pounds sterling increased by 3.0% to £15.4 million from £15.0million.  We have increased our revenuesthrough price increases and more customers. At September 30, 2004, we served35,614 total customers compared with 32,856 at September 30, 2003. At September30, 2004, our penetration rate was 38.3% compared with 35.7% at September 30,2003.  We expect revenue increases in thefuture to be achieved by further growth in services such as digital televisionand broadband services.

 

10

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*Expenses*

 

*Costs ofgoods sold*

For the ninemonths ended September 30, 2004, costs of goods sold have increased by 7.8% to$8.7 million from $8.0 million for the nine months ended September 30, 2003primarily owing to foreign exchange movements. Respectively expressed in UK pounds sterling, costs of goods solddecreased by 4.6% to £4.8 million from £5.0 million.  Cost of goods sold as a percentage of revenuealso decreased to 30.8% from 33.2%.  Wecontinue to benefit from efficiencies that NTL has gained in the negotiation oftelevision programming costs and reductions in interconnection costs.

 

*Selling,general and administrative expenses*

For the ninemonths ended September 30, 2004 selling, general and administrative costs,incorporating mainly investor relations’ costs, increased by 27.3% to $69,719from $54,750 for the nine months ended September 30, 2003.  Respectively expressed in UK pounds sterlingthe increase was 12.6% to £38,273 from £33,991. Selling, general and administrative expenses represent investorrelations’ and independent accountant’s fees.

 

*Managementfees and allocated overhead*

For the ninemonths ended September 30, 2004 the management fees and allocated overheadincreased by 8.4% to $10.6 million from $9.8 million for the nine months endedSeptember 30, 2003.  Expressed in UKpounds sterling, management fees and allocated overheads decreased byapproximately 4.2% to £5.8 million from £6.1 million. Management fees andallocated overhead are charged as a percentage of our revenues.  Despite the increase in revenues, the costsincurred by NTL have comparatively reduced and these cost savings have beenpassed onto us.

 

*Othercharges* represent restructuring costs allocated to us by asubsidiary of NTL. These costs were incurred in connection with NTL’s callcenter consolidation program.

 

*Depreciation*

For the ninemonths ended September 30, 2004 depreciation charge decreased by 17.3% to $4.8million from $5.9 million for the nine months ended September 30, 2003.  Respectively expressed in UK pounds sterling,depreciation charge decreased by 26.9% to £2.7 million from £3.6 million.  On January 1, 2004 we reassessed the remaininguseful lives of our fixed assets.  Thechange in lives reduced the depreciation charge by $554,293, or £304,289, forthe nine months ended September 30, 2004. The remaining reduction indepreciation expense reflects the absence of depreciation on assets that becamefully depreciated in 2003.

 

*Interestexpense*

We incur intereston deferred charges paid on our behalf by the General Partner. The increase ininterest expense is owing to the increase in the level of unpaid managementfees as well as foreign exchange movements. For the nine months ended September 30, 2004 the interest chargeincreased by 22.1% to $1.6 million from $1.3 million for the nine months endedSeptember 30, 2003.  Respectivelyexpressed in UK pounds sterling, interest charge increased by 8.0% to £0.9million from £0.8 million.

 

## *Exchange losses*

The exchange losses in 2004 and 2003 are attributable to fluctuationsin the valuation of the U.S. 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.

 

## *Minorityinterests*

At September30, 2004 NTL South Herts’ liabilities exceeded its assets. We have notrecognized 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.

 

11

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**CondensedConsolidated Statement of Cash Flows**

 

In the nine monthsended September 30, 2004, we generated $1,833,020 from our operating activitiescompared with $1,295,792 in the nine months ended September 30, 2003 and usedit to purchase fixed assets including connecting new customers to ournetwork.  Our cash from operations has increasedbecause of improved operating income.

 

**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 September 30, 2004, wehad current liabilities of  $62.8 milliondue to NTL Group companies, compared to $66.8 million at December 31, 2003 and$61.1 million at September 30, 2003.

 

Accordingly,until such time as NTL South Herts begins to pay dividends on its ordinaryshares (which is not expected in the foreseeable future) we will be required tofund our administrative expenses by additional issuances of limited partnershipinterests or from borrowings. It is unlikely that we will be able to sell debtor equity securities in the public markets at least in the short term or toobtain financing from commercial banks. Accordingly, we are dependent on NTLfor funds to cover operating expenses, and will continue to be dependent uponNTL to meet our liquidity requirements for the foreseeable future. We expectthat cash from our operations will be utilized fully for the purchase of fixedassets including connecting new customers to our networks in the twelve monthsfrom October 1, 2004 to September 30, 2005.

 

***Description of Indebtedness***

 

**Financing**

 

We have nofinancing independent of NTL.  We arereliant upon the support of NTL to continue our operations.  At September 30, 2004 we had $62.8 milliondue to NTL.

 

12

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**Item 3. Quantitative and Qualitative DisclosuresAbout 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 U.S.dollars. Therefore, our results of operations are exposed to fluctuations inthe UK pound sterling to U.S. dollar exchange rate. The aggregate potential netloss from a hypothetical one percent fall in the UK£/U.S.$ exchange rate is$21,660 for the nine months ended September 30, 2004.

 

We have nodebt other than amounts due to affiliates. Consequently, we have littleinterest rate risk. As of September 30, 2004, we had approximately $62.8million 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 (as suchterm is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) duringthe fiscal quarter to which this report relates that have materially affected,or are reasonably likely to materially affect, our internal control overfinancial reporting.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, NTL isrequired to include in its next annual report on Form 10-K its assessment ofthe effectiveness of its internal control over financial reporting as ofDecember 31, 2004. Furthermore, NTL’s independent registered public accountingfirm will be required to attest to whether NTL’s assessment of theeffectiveness of its internal control over financial reporting is fairly statedin all material respects and separately report on whether it believes NTL hasmaintained, in all material respects, effective internal control over financialreporting as of December 31, 2004.

 

NTL’s project team is working to document, evaluate and test itsinternal controls but NTL has not yet completed its assessment of theeffectiveness of these internal controls. During the course of this work NTL has made a number of enhancements toits internal controls over financial reporting and anticipate making furtherenhancements in the fourth quarter of 2004. In addition, NTL are currently planning to upgrade one of itssignificant billing systems during the fourth quarter of 2004.  During the time that these enhancements arebeing implemented, NTL may temporarily experience periods of ineffectiveness inits internal controls over financial reporting.

 

It is possible that NTL, or its independentaccounting firm, complete their assessments but identify deficiencies thateither individually or in the aggregate constitute a material weakness whichcannot be remediated prior to completion of the assessment.  It is also possible that the assessment willnot be timely completed.  In either caseNTL, or its independent accounting firm, may not be able to positively reporton the effectiveness of NTL’s internal controls over financial reporting as atDecember 31, 2004.

 

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*  We have no Chief ExecutiveOfficer or Chief Financial Officer. Robert Mackenzie and Robert Gale are Directors of ntl Directors Limited,which is a corporate director of Fawnspring Limited, the general partner of thePartnership.

 

13

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**Part II. Other Information**

**Item 5. Other Information**

 

**Seniormanagement appointment**

 

Effective September 20, 2004, NTL appointed Jacques Kerrest as ChiefFinancial Officer.  As CFO, Mr. Kerrestis responsible for all of NTL’s financial activities including cash and creditmanagement, capital budgeting, financial planning and analysis, corporatefinance, tax, financial reporting, SEC and regulatory filings, accountingsystems and controls, internal audit, bank relationships, financing andinvestor relations.

 

Mr. Kerrest has over 30 years experience of financial management inEurope and North America.  Most recently,Mr. Kerrest was the Managing Director and Chief Financial Officer of Equant, aleading provider of global IP and data services for businesses.

 

**Peachtree Partners’ mini-tender offer**

 

Our understanding is that the PeachtreePartners’ mini-tender offer was initially scheduled to expire in August2004.  We are not aware whether the mini-tenderexpired has expired (and, if so, what the results of the mini-tender offerwere) or if the mini-tender offer was extended (and, if so, to what date themini-tender was extended).  We are alsonot aware of any other developments relating to the mini-tender offer.  We are not associated with Peachtree, thetender offer or the tender offer documentation.

 

**Item 6. Exhibits**

 

31            Certificationof CEO* and CFO* pursuant to Rule 13a-14(a) under the Securities Act of 1934.

32            Certificationof CEO* and CFO* pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbannes-Oxley Act of 2002.

 

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* We have noChief Executive Officer or Chief Financial Officer.  Robert Mackenzie and Robert Gale areDirectors of ntl Directors Limited, which is a corporate director of FawnspringLimited, the general partner of the Partnership.

 

14

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**SIGNATURES**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly 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 ntl  Directors Limited |
|   |                        | Corporate director of  Fawnspring Limited,  the General Partner of South Hertfordshire  United Kingdom Fund, Ltd. |

 

Dated:  November15, 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                                 |       |      | Corporate  director of Fawnspring Limited, the General Partner of South Hertfordshire  United Kingdom Fund, Ltd.* | ** ** | November 15, 2004 | ** ** |
| Robert  Mackenzie, director of  ntl Directors Limited |
|                                                  |       |      | ** **                                                                                                        |       | ** **        |
|  /s/  ROBERT GALE                                | ** ** |      | Corporate  director of Fawnspring Limited, the General Partner of South Hertfordshire  United Kingdom Fund, Ltd.* | ** ** | November 15, 2004 | ** ** |
| Robert Gale,  director of  ntl Directors Limited      |
|                                                       |            |           |                                                                                                                   |            |                   |  |  |

 

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*              The Partnership has no ChiefExecutive Officer or Chief Financial Officer. Robert Mackenzie and Robert Gale are Directors of ntl Directors Limited,which is a corporate director of Fawnspring Limited, the general partner of thePartnership..

 

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