**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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Form 10-Q

| **(Mark One)**                                                                                                         |       |                                                                                                     |
|------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
| x                                                                                                                      | ** ** | **Quarterly report pursuant to Section 13 or  15 (d) of the Securities Exchange Act of 1934**  |
| **For the  quarterly period ended June 30, 2005**                                                                 |
| 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: 000-19889**                                                                                  |

 

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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, BartleyWood Business Park, Hook, Hampshire, RG27 9UP, England**Address of principalexecutive office

**011 44 1256 752000**Registrant’s telephonenumber

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act)Yes o  No x

The number of limited partnership units of theregistrant outstanding as of July 31, 2005 was 56,935.

 

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**TABLE OF CONTENTS**
|                                                 | ** ** | ** ** | ** ** | ** **                                                                                                      | ** ** | **Page  Number** |
|-------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|------------------|
| PART I.   FINANCIAL  INFORMATION |       |       |       |                                                                                                            |
|                                            |       | Item 1.    |       | Financial Statements                                                                                            |       |             | 5 |   |
|                                            |       |       |       | Condensed Consolidated Balance Sheets as of  June 30, 2005 and December 31, 2004                      |       |             | 5 |   |
|                                            |       |       |       | Condensed Consolidated Statements of Operations for  the Three and Six Months Ended June 30, 2005 and 2004 |       |             | 6 |   |
|                                            |       |       |       | Condensed Consolidated Statements of Cash Flows for  the Six Months Ended June 30, 2005 and 2004           |       |             | 7 |   |
|                                            |       |       |       | Notes  to Condensed Consolidated Financial Statements                                                           |       |             | 8 |   |
|                                            |       | Item 2.    |       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                     |       |             | 11 |   |
|                                            |       | Item 3.    |       | Quantitative  and Qualitative Disclosures About Market Risk                                                     |       |             | 17 |   |
|                                            |       | Item 4.    |       | Controls and  Procedures                                                                                        |       |             | 18 |   |
| PART II.   OTHER  INFORMATION    |       |       | 19         |                                                                                                            |
|                                            |       | Item 5.    |       | Other Information                                                                                               |       |             | 19 |   |
|                                            |       | Item 6.    |       | Exhibits                                                                                                        |       |             | 19 |   |
|                                            |       | SIGNATURES |       |                                                                                                            | 20         |             |

 

2

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

Various statementscontained in this document constitute “forward-looking statements” as that termis defined under the Private Securities Litigation Reform Act of 1995. Wordslike “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, projected, forecasted, estimated or budgeted, whether expressedor implied, by these forward-looking statements. These factors include thefollowing and those set forth under the caption “Risk Factors” in the Form 10-Kfiled on March 16, 2005 by the ultimate parent company of our GeneralPartner, NTL Incorporated, or NTL:

·       potentialadverse developments with respect to our liquidity or results of operations;

·       NTL’ssignificant debt payments and other contractual commitments;

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

·       NTL’sability to generate cash sufficient to service its debt;

·       interestrate and currency exchange rate fluctuations;

·       NTL’sability to complete the integration of its billing systems;

·       theimpact of new business opportunities requiring significant up-frontinvestments;

·       NTL’sability to attract and retain customers and increase its overall marketpenetration;

·       NTL’sability to compete against other communications and content distributionbusinesses;

·       NTL’sability to maintain contracts that are critical to its operations;

·       NTL’sability to respond adequately to technological developments;

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

·       NTL’sability 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; and

·       NTL’sability to have an impact upon, or to respond effectively to, new or modifiedlaws or regulations.

We assume no obligation toupdate 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 setsforth, for the periods indicated, the period end, period average, high and lownoon buying rate in the City of New York for cable transfers as certified forcustoms purposes by the Federal Reserve Bank of New York expressed as U.S.dollars per £1.00. The noon buying rate of the pound sterling on June 30,2005 was $1.7930 per £1.00.
| ** **                                                  | ** ** | **U.S. Dollars per £1.00** | ** ** |
|-------------------------------------------------------------|------------|------------------------------------------------|------------|
| **Six Months Ended June 30, 2005** | ** ** | ** **                                     | ** ** | **Period End** | ** ** | **Average(1)** | ** ** | **High** | ** ** | **Low** | ** ** |
| 2004                                                        |       |                                           | 1.81       |   |   |   | 1.82 |   |   | 1.90 |   | 1.75 |   |
| 2005                                                        |       |                                           | 1.79       |   |   |   | 1.87 |   |   | 1.84 |   | 1.79 |   |
|                                                             |            |                                                |            |  |  |  |  |  |  |  |  |  |  |  |  |

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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 usedin the preparation of the condensed consolidated financial statements and otherfinancial information appearing in this quarterly report. Our inclusion ofthese exchange rates is not meant to suggest that the pound sterling amountsactually represent these U.S. dollar amounts or that these amounts could havebeen converted into U.S. dollars at any particular rate, if at all.

Unless we otherwise indicate, all amounts in U.S.dollars as of June 30, 2005 are based on an exchange rate of $1.7930 to£1.00, all amounts disclosed for the six months ended June 30, 2005 arebased on an average exchange rate of $1.8737 to £1.00, and all amountsdisclosed for the six months ended June 30, 2004 are based on an averageexchange rate of $1.8227 to £1.00. All amounts in U.S. dollars as of December 31,2004 are based on an exchange rate of $1.9160 to £1.00. All rates are based onthe noon buying rate in the City of New York for cable transfers as certifiedfor customs purposes by the Federal Reserve Bank of New York. U.S. dollaramounts for the three months ended June 30, 2005 and 2004 are determinedby subtracting the U.S. dollar converted financial result for the three monthsended March 31, 2005 and 2004 from the U.S. dollar converted financialresult for the six months ended June 30, 2005 and 2004, respectively. Thevariation between the 2005 and 2004 exchange rates has impacted the dollarcomparisons.

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**SOUTH HERTFORDSHIREUNITED KINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)QUARTER ENDED JUNE 30, 2005**

**Part I.**                           Financialinformation

**Item 1.**                        Financialstatements

**CONDENSEDCONSOLIDATED BALANCE SHEETS**
| ** **                                                                                             | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                                                                             | ** ** | **2005**          | ** ** | **2004**              | ** ** |
| ** **                                                                                             | ** ** | **(unaudited)**   | ** ** | **(see note)**   | ** ** |
| **Assets**                                                                                             |       |              |       |                  |       |
| Fixed assets, net                                                                                      |       | $                 | 55,923,352 |                  | $          | 62,528,387 |   |
| **Total assets**                                                                                       |       | $                 | 55,923,352 |                  | $          | 62,528,387 |   |
| **Liabilities  and Partners’ Deficit**                                                            |       |              |       |                  |       |
| Current liabilities                                                                                    |       |              |       |                  |       |
| Accounts payable to  affiliates and related parties                                                    |       | $                 | 57,442,727 |                  | $          | 65,398,192 |   |
| Total liabilities                                                                                      |       | 57,442,727        |       | 65,398,192            |       |
| **Minority  interest**                                                                                 |       |              |       |                  |       |
| Minority interest                                                                                      |       | 554,760           |       | 99,216                |       |
| **Partners’  Capital (Deficit)**                                                                  |       |              |       |                  |       |
| General Partner                                                                                        |       |              |       |                  |       |
| Contributed capital                                                                                    |       | 1,000             |       | 1,000                 |       |
| Accumulated deficit                                                                                    |       | (505,350          | )          | (514,842              | )          |
|                                                                                                   |       | (504,350          | )          | (513,842              | )          |
| Limited Partners                                                                                       |       |              |       |                  |       |
| Contributed capital, net (56,935 units outstanding at  June 30, 2005 and  December 31, 2004) |       | 48,817,997        |       | 48,817,997            |       |
| Accumulated deficit                                                                                    |       | (49,748,504       | )          | (50,688,219           | )          |
|                                                                                                   |       | (930,507          | )          | (1,870,222            | )          |
| Accumulated comprehensive loss                                                                         |       | (639,278          | )          | (584,957              | )          |
| Total Partners’ deficit                                                                           |       | (2,074,135        | )          | (2,969,021            | )          |
| **Total Liabilities and Partners’ Deficit**                                                       |       | $                 | 55,923,352 |                  | $          | 62,528,387 |   |

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Note: The balance sheet at December 31,2004 has been derived from audited financial statements at that date.

See accompanying notes.

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**SOUTH HERTFORDSHIREUNITED KINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)QUARTER ENDED JUNE 30, 2005**

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)**
| ** **                                                              | ** ** | **Three Months Ended** | ** ** | **Six Months Ended** | ** ** |
|-------------------------------------------------------------------------|------------|----------------------------------|------------|--------------------------------|------------|
| ** **                                                              | ** ** | **June 30,**                | ** ** | **June 30,**              | ** ** |
| ** **                                                              | ** ** | **2005**                         | ** ** | **2004**                       | ** ** | **2005** | ** ** | **2004** | ** ** |
| **Revenue**                                                             |       | $                                | 9,974,629  |                           | $          | 9,206,782 |   | $ | 20,221,924 |   | $ | 18,565,194 |   |
| **Costs  and expenses**                                                 |       |                             |       |                           |       |   |   |   |   |
| Cost of goods  sold (exclusive of items shown  below)                   |       | (2,732,285                       | )          | (2,904,827                     | )          | (5,523,699 | ) | (5,774,234 | ) |
| Selling, general  and administrative expenses                           |       | (23,610                          | )          | (21,717                        | )          | (45,004 | ) | (43,406 | ) |
| Management fees  and allocated overhead  from the General Partner  |       | (4,763,382                       | )          | (3,447,239                     | )          | (8,832,414 | ) | (7,101,652 | ) |
| Other charges                                                           |       | (20,030                          | )          | (234,443                       | )          | (29,786 | ) | (242,682 | ) |
| Depreciation                                                            |       | (1,440,961                       | )          | (1,597,275                     | )          | (3,327,642 | ) | (3,210,203 | ) |
| **Operating income**                                                    |       | 994,361                          |       | 1,001,281                      |       | 2,463,379 |   | 2,193,017 |   |
| **Other  expenses**                                                     |       |                             |       |                           |       |   |   |   |   |
| Interest payable  to General Partner and  affiliates                    |       | (582,837                         | )          | (538,701                       | )          | (1,167,859 | ) | (1,077,687 | ) |
| Exchange gains  (losses)                                                |       | 106,390                          |       | 29,278                         |       | 136,390 |   | (30,205 | ) |
| **Income before minority interest**                                     |       | 517,914                          |       | 491,858                        |       | 1,431,910 |   | 1,085,125 |   |
| Minority interest                                                       |       | (162,724                         | )          | —                         |       | (482,703 | ) | — |   |
| **Net income**                                                          |       | $                                | 355,190    |                           | $          | 491,858 |   | $ | 949,207 |   | $ | 1,085,125 |   |
| **Allocation  of net income**                                           |       |                             |       |                           |       |   |   |   |   |
| General Partner                                                         |       | $                                | 3,552      |                           | $          | 4,919 |   | $ | 9,492 |   | $ | 10,851 |   |
| Limited Partners                                                        |       | 351,638                          |       | 486,939                        |       | 939,715 |   | 1,074,274 |   |
| **Net  income**                                                         |       | $                                | 355,190    |                           | $          | 491,858 |   | $ | 949,207 |   | $ | 1,085,125 |   |
| **Net income per Limited Partnership unit**                             |       | $                                | 6.18       |                           | $          | 8.55 |   | $ | 16.51 |   | $ | 18.87 |   |
| **Average number of Limited Partnership  units outstanding**            |       | 56,935                           |       | 56,935                         |       | 56,935 |   | 56,935 |   |

 

See accompanying notes.

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**SOUTH HERTFORDSHIREUNITED KINGDOM FUND, LIMITED(A LIMITED PARTNERSHIP)QUARTER ENDED JUNE 30, 2005**

**CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)**
| ** **                                                                         | ** ** | **Six Months Ended** | ** ** |
|------------------------------------------------------------------------------------|------------|--------------------------------|------------|
| ** **                                                                         | ** ** | **June 30,**              | ** ** |
| ** **                                                                         | ** ** | **2005**                       | ** ** | **2004** | ** ** |
| **Cash flows from operating  activities**                                          |       |                           |       |   |   |
| Net income                                                                         |       | $                              | 949,207    |   | $ | 1,085,125 |   |
| Adjustments to reconcile  net income to net cash provided by operating  activities |       |                           |       |   |   |
| Minority interests                                                                 |       | 482,703                        |       | — |   |
| Depreciation                                                                       |       | 3,327,642                      |       | 3,210,203 |   |
| Change in operating  assets and liabilities                                        |       |                           |       |   |   |
| Decrease in accounts payable to affiliates and  related parties                    |       | (4,167,632                     | )          | (3,394,051 | ) |
| Net cash provided by operating activities                                          |       | 591,920                        |       | 901,277 |   |
| **Cash  flows from investing activities**                                          |       |                           |       |   |   |
| Purchase of fixed assets                                                           |       | (591,920                       | )          | (901,277 | ) |
| Net cash used in investing activities                                              |       | (591,920                       | )          | (901,277 | ) |
| 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.

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**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**

**Note 1.**     Basisof Presentation

**Organization and Business**

We are a limitedpartnership 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, orU.K. As a result of our ownership of 66.7% of the shares of NTL South Herts,for accounting purposes we have consolidated the results of NTL South Hertswith our 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 of Presentation**

We have prepared theaccompanying unaudited condensed consolidated financial statements inaccordance with accounting principles generally accepted in the United States,or U.S. GAAP, for interim financial information and with the instructions to Form 10-Qand Rule 10-01 of Regulation S-X. Accordingly, they do not include all ofthe information and footnotes required by U.S. 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 three and six months ended June 30,2005 are not necessarily indicative of results to be expected for the full yearending December 31, 2005. 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, 2004.

**Note 2.**     ComprehensiveIncome

Comprehensiveincome includes net income as well as other comprehensive income (loss). Ourother comprehensive income (loss) consists of changes in cumulative translationadjustment. Comprehensive income comprises:
| ** **                                | ** ** | **Three Months Ended** | ** ** | **Six Months Ended** | ** ** |
|-------------------------------------------|------------|----------------------------------|------------|--------------------------------|------------|
| ** **                                | ** ** | **June 30,**                | ** ** | **June 30,**              | ** ** |
| ** **                                | ** ** | **2005**                         | ** ** | **2004**                       | ** ** | **2005** | ** ** | **2004** | ** ** |
| Net income                                |       | $                                | 355,190    |                           | $          | 491,858 |   | $ | 949,207 |   | $ | 1,085,125 |   |
| Foreign currency  translation adjustments |       | 50,962                           |       | 32,964                         |       | 54,321 |   | (48,731 | ) |
| Comprehensive income                      |       | $                                | 406,152    |                           | $          | 524,822 |   | $ | 1,003,528 |   | $ | 1,036,394 |   |

 

**Note 3.**     Investmentin Subsidiary

NTL South Herts is a United Kingdom corporation thatowns and operates a cable television/telephony/broadband system in the SouthHertfordshire franchise area, located adjacent to the northwest perimeter ofGreater London, England, or the South Herts System.

NTLSouth Herts is owned 33.3% by NTL (B) Limited, an indirect subsidiary ofNTL. The General Partner is an indirect wholly owned subsidiary of NTL. TheGeneral Partner provides consulting services to us and may delegate some or allof the consulting services to NTL.

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**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)**

**Note 3.   Investment in Subsidiary (Continued)**

NTL, through itssubsidiaries including its interest in NTL South Herts, provides broadbandinternet access, telephone and television services to over 3.2 millionresidential customers as of June 30, 2005, including more than 1.5 millionbroadband customers.

**Note 4.**     Transactionswith Affiliated Parties

*Consulting andManagement Fees*

We pay a consulting fee toan 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. The consultingfee is calculated and payable monthly. We paid consulting fees for the threemonths ended June 30, 2005 and 2004 of $498,731 and $460,318 respectively.We paid consulting fees for the six months ended June 30, 2005 and 2004 of$1,011,096 and $928,239 respectively.

*Distribution Ratiosand Reimbursement*

Any partnership distributions made by us from cashflow (defined as cash receipts derived from routine operations, less debtprincipal and interest payments and cash expenses) are allocated 99 percent tothe limited partners and 1 percent to the General Partner. Any distributionsother than interest income on limited partner subscriptions earned prior to theacquisition of our first cable television system or from cash flow, such asfrom the sale or refinancing of a system or upon our dissolution, will be madeas follows: 99 percent to the limited partners and 1 percent to the GeneralPartner until any negative balances in the limited partners’ capital accountsare reduced to zero; 100 percent to the General Partner until any negativebalance in its capital account is reduced to zero; 99 percent to the limitedpartners and 1 percent to the General Partner until the balance in the limitedpartners’ capital accounts is equal to their adjusted capital contribution plusa 12 percent return; 100 percent to the General Partner until the balance inits capital account is equal to its adjusted capital contribution, and anyremaining income or gain shall be allocated 75 percent to the limited partnersand 25 percent to the General Partner.

The General Partner and its affiliates are entitled toreimbursement from NTL South Herts for direct and indirect expenses allocableto the operation of the South Herts System, and from us for direct and indirectexpenses allocable to our operations, which include, but are not limited to,rent, supplies, telephone, travel, and salaries of any full or part-timeemployees. The General Partner believes that the methodology used in allocatingthese expenses is fair and reasonable. During the three months ended June 30,2005 and 2004, reimbursements made by NTL South Herts to the General Partner orits affiliates for any allocable direct and indirect expenses totaled $4,264,651and $2,986,921, respectively. During the six months ended June 30, 2005and 2004, reimbursements made by NTL South Herts to the General Partner or itsaffiliates for any allocable direct and indirect expenses totaled $7,821,318 and$6,173,413, 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, 2005 and2004, interest on deferred fees were $546,330, and $498,611, respectively. Forthe six months ended 

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**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)**

**Note 4.   Transactions with Affiliated Parties(Continued)**

June 30,2005 and 2004, interest on deferred fees were $1,093,340, and $996,854,respectively. The General Partner charged interest on advances for the threemonths ended June 30, 2005 and 2004 of $36,507 and $40,090, respectively.For the six months ended June 30, 2005 and 2004 the General Partnercharged interest on advances of $74,519 and $80,833, respectively.

**Note 5.**     FixedAssets

Fixedassets consist of:
| ** **                                    | ** ** | **Estimated**         | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|-----------------------------------------------|------------|-----------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                    | ** ** | **useful lives** | ** ** | **2005**          | ** **  | **2004**              | ** ** |
| ** **                                    | ** ** | ** **            | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
| Cable network and  other electrical equipment |       | 5-30 years            |       | $                 | 138,843,144 |                  | $          | 147,762,516 |   |
| Building and  other equipment                 |       | 5-30 years            |       | 7,681,423         |        | 8,152,597             |       |
|                                          |       |                  |       | 146,524,567       |        | 155,915,113           |       |
| Accumulated depreciation                      |       |                  |       | (90,601,215       | )           | (93,386,726           | )          |
|                                          |       |                  |       | $                 | 55,923,352  |                  | $          | 62,528,387 |   |

 

With effect from January 1,2004, the Partnership adopted new remaining useful lives such that thepreviously reported range of 3-40 years became 5-30 years for bothclasses of fixed assets.

**Note 6.**     Commitmentsand Contingent Liabilities

We had no significant contractual obligations andcommercial commitments as of June 30, 2005.

We are involved in legal proceedings and claims thatarise in the ordinary course of our business. In the opinion of the GeneralPartner, the amount of ultimate liability with respect to these actions willnot materially affect our financial position, results of our operations orliquidity.

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

**Overview**

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

We hold 66.7% of the shares of NTL South Herts, whichis principally engaged in the development, construction, management andoperation of broadband communications networks for telephone, cable televisionand internet services in the U.K.. As a result of our ownership of 66.7% of theshares of NTL South Herts, for accounting purposes we have consolidated theresults of NTL South Herts with our results. NTL indirectly holds the remaining33.3% of the shares of NTL South Herts. We are reliant on the support of NTL,the ultimate parent company of the General Partner, to continue our operationsas a going concern.

We derive our revenue principally from monthly feesand usage charges. Our packaging of services and pricing are designed toencourage our customers to use multiple services like dual telephone andbroadband, dual telephone and television or triple telephone, television andinternet access.

The principal componentsof our expenses include payroll and other employee related costs; interconnectioncosts paid to other carriers related to telephone services; televisionprogramming costs; marketing and selling costs; repairs and maintenance;facility related costs, like rent, utilities and rates; and allowances fordoubtful accounts. These expenses include certain costs that are charged by asubsidiary of NTL for the provision of network services and support, corporateservices, including finance, legal, human resources and facility services, andIT services.

**Selected Operating Data**

We setforth in the following table certain data concerning our franchise at June 30,2005 and December 31, 2004:
| ** **                       | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                       | ** ** | **2005**          | ** ** | **2004**              | ** ** |
| Homes passed(1)                  |       |              | 93,389     |                  |       |   | 93,063 |   |   |
| Homes marketable(2)              |       |              | 93,389     |                  |       |   | 93,063 |   |   |
| Total customers                  |       |              | 36,246     |                  |       |   | 35,643 |   |   |
| Digital cable  subscribers       |       |              | 21,850     |                  |       |   | 22,000 |   |   |
| Analog cable  subscribers        |       |              | 2,761      |                  |       |   | 3,137 |   |   |
| Broadband  internet subscribers  |       |              | 17,267     |                  |       |   | 15,275 |   |   |
| Telephony  subscribers           |       |              | 31,569     |                  |       |   | 31,296 |   |   |
| Penetration  (homes marketed)(3) |       |              | 39.0       | %                     |       |   | 38.0 | % |   |
| Churn(4)                         |       |              | 1.2        | %                     |       |   | 1.3 | % |   |

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(1)          Homespassed is the number 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 ratemeasures the number of subscribers for our services divided by the number ofmarketable homes that our services pass.

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(4)          Customerchurn is calculated by taking the total disconnects during the month anddividing them by the average number of customers during the month. Averagemonthly churn during the quarter is the average of the three monthly churncalculations within the quarter.

***Factors affecting our business***

***Customer Churn.  ***Customerchurn is a measure of the number of customers who stop using our services. Anincrease in our customer churn can lead to increased costs and reduced revenue.We continue to focus on improving our customer service and enhancing andexpanding our service offerings to existing customers in an effort to manageour customer churn rate. Although our ability to reduce our customer churn ratebeyond a base level is limited by factors like customers moving outside ournetwork service area, in particular during the summer season, managing ourcustomer churn rate is a significant component of our business plan. To helpmeet these objectives, NTL has consolidated the number of billing systems forits residential customers from eleven at the beginning of 2003 to threecurrently. No assurances can be made as to the timing of further integrationefforts or the degree of integration ultimately accomplished. In addition, ourcustomer churn rate may also increase if we are unable to deliver our servicesover our network without interruption or if we fail to match offerings by ourcompetitors.

***Competition.  ***Ourability to acquire and retain customers and increase revenues depends on ourcompetitive strength. There is significant competition in our markets,including through other broadband service providers, telephone services offeredby BT, alternative internet access services like DSL, which is offered by BT,digital satellite television services offered by BSkyB and digital terrestrialtelevision offered by Freeview. If competitive forces prevent us from chargingthe prices for these services that we plan to charge, or if our competition isable to attract our customers or potential customers we are targeting, ourresults of operations will be adversely affected.

***Capital Expenditures.  ***Ourbusiness requires substantial capital expenditures on a continuing basis forvarious purposes, including expanding and upgrading our network, investing innew customer acquisitions, and offering new services. If we do not continue toinvest in our network, our ability to retain and acquire customers may behindered. Therefore, our liquidity and the availability of cash to fund capitalprojects are important drivers of our revenue. When our liquidity isrestricted, so is our ability to meet our capital expenditure requirements. Webelieve that our cash from operations, together with cash from NTL, will besufficient for our cash requirements through June 30, 2006.

***Currency Movements.  ***Becauserevenue and expenses from our principal operations are denominated primarily inpounds sterling but we report our financial results in U.S. dollars, ourfinancial results are impacted by currency fluctuations, which are unrelated toour underlying results of operations.

***Seasonality.  ***Someof our revenue streams are subject to seasonal factors. For example, telephoneusage revenue by customers and businesses tends to be slightly lower duringsummer holiday months. Our customer churn rates include persons who disconnectservice because of moves, resulting in a seasonal increase in our churn ratesduring the summer months when higher levels of U.K. house moves occur andstudents leave their accommodations between school years.

***Integration of Billing Systems******.  ***NTL’shistorical growth through acquisitions resulted in it inheriting numerousbilling systems, which had many differences in functionality, resulting ininefficiencies in its customer service processes. As a result of its billingsystems integration program, NTL has consolidated the number of billing systemsfor its residential customers from eleven at the beginning of 2003 to threecurrently.

NTL continues to evaluatehow many billing systems it will utilize for residential and businesscustomers, taking into account the prospects for improved efficiencies andbetter customer service as well as the impact on the business of additionalmigration of data. Accordingly, the timing and extent of further integrationefforts remain under review. The total cost of the integration program isestimated to be 

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approximately£100 million, or $179 million, of which NTL has incurred approximately £98.2million, or $176 million, through June 30, 2005.

***Call Center Consolidation.  ***OnApril 7, 2004, NTL announced the consolidation over the nexteighteen months of its thirteen U.K. customer service call centers intothree equipped to handle anticipated expansion of its customer base. Followingan internal review, NTL decided to retain and develop three specialist call centers,to be supported by four sales and customer support sites, located throughoutthe U.K. As part of the consolidation, NTL intends to make additionalinvestments in technology and training in order to streamline processes andgenerate efficiencies. As of June 30, 2005, NTL has incurred£24.9 million, or $44.6 million of costs, and NTL expects to incur atotal approximately £29.0 million, or $52 million, of costs to executethis program including property costs that will be expensed as the propertiesare vacated.

If the integration of NTL’sbilling systems or the consolidation of its call centers are not successful,NTL could experience an adverse effect on our customer service, customer churnrate and costs of maintaining these systems going forward. NTL could alsoexperience operational failures related to billing and collecting revenue fromour customers which, depending on the severity of the failure, could have amaterial adverse effect on our business.

*Three Months Ended June 30,2005 and 2004*

Wepresent below summarized consolidated financial information for the threemonths ended June 30, 2005 and 2004:
| ** **                                                   | ** ** | **Three Months Ended** | ** ** | ** ** | ** ** | **Three Months Ended** | ** ** | ** ** | ** ** |
|--------------------------------------------------------------|------------|----------------------------------|------------|------------|------------|----------------------------------|------------|------------|------------|
| ** **                                                   | ** ** | **June 30,**                | ** ** | ** ** | ** ** | **June 30,**                | ** ** | ** ** | ** ** |
| ** **                                                   | ** ** | **2005**                         | ** ** | **2004**   | ** ** | **%**                            | ** ** | **2005**   | ** ** | **2004** | ** ** | **%** | ** ** |
| Revenue                                                      |       | $                                | 9,974,629  |       | $          | 9,206,782                        |       | 8.3        |       | £ | 5,371,807 |   | £ | 5,098,206 |   | 5.4 |   |
| Cost of goods  sold (exclusive of items shown below)         |       | (2,732,285                       | )          | (2,904,827 | )          | (5.9                             | )          | (1,471,391 | )          | (1,608,113 | ) | (8.5 | ) |
| Selling, general  and adminstrative expenses                 |       | (23,610                          | )          | (21,717    | )          | 8.7                              |       | (12,702    | )          | (12,026 | ) | 5.6 |   |
| Management fees  and allocated overhead from General Partner |       | (4,763,382                       | )          | (3,447,239 | )          | 38.2                             |       | (2,561,418 | )          | (1,908,876 | ) | 34.2 |   |
| Other charges                                                |       | (20,030                          | )          | (234,443   | )          | (91.5                            | )          | (10,736    | )          | (128,663 | ) | (91.7 | ) |
| Depreciation                                                 |       | (1,440,961                       | )          | (1,597,275 | )          | (9.8                             | )          | (777,941   | )          | (884,476 | ) | (12.0 | ) |
| Operating income                                             |       | 994,361                          |       | 1,001,281  |       | 0.7                              |       | 537,619    |       | 556,052 |   | (3.3 | ) |
| Interest payable  to General Partner and affiliates          |       | (582,837                         | )          | (538,701   | )          | 8.2                              |       | (313,820   | )          | (298,301 | ) | 5.2 |   |
| Exchange gains                                               |       | 106,390                          |       | 29,278     |       | 263.4                            |       | 56,922     |       | 16,212 |   | 251.1 |   |
| Income before  minority interests                            |       | 517,914                          |       | 491,858    |       | 5.3                              |       | 280,721    |       | 273,963 |   | 2.5 |   |
| Minority interest                                            |       | (162,724                         | )          | —     |       | —                           |       | (88,355    | )          | — |   | — |   |
| Net income                                                   |       | $                                | 355,190    |       | $          | 491,858                          |       | (27.8      | )          | £ | 192,366 |   | £ | 273,963 |   | (29.8 | ) |

 

*Revenue*

For the three months endedJune 30, 2005, revenue increased by 8.3% to $10.0 million from $9.2 millionin 2004 and revenue expressed in pounds sterling increased by 5.4% to £5.4million in 2005 from £5.1 million in 2004. We have increased our revenuethrough price rises and more broadband customers served by the South HertsSystem. At June 30, 2005, we served 17,267 broadband customers 

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comparedwith 12,912 at June 30, 2004. At June 30, 2005, we served 10,905 ‘triple’customers compared with 8,997 at June 30, 2004. A ‘triple’ customersubscribes to all three services: internet, television and telephone access.

*Expenses*

*Costs of goods sold.  *Forthe three months ended June 30, 2005, costs of goods sold decreased by5.9% to $2.7 million from $2.9 million in 2004 but cost of goods sold expressedin pounds sterling decreased by 8.5% to £1.5 million in 2005 from £1.6 millionin 2004. Costs of goods sold as a percentage of revenue declined to 27.4% forthe three months ended June 30, 2005, from 31.5% for 2004 primarilybecause revenue growth was focused on higher-margin products and customers,particularly broadband internet services.

*Selling, general andadministrative expenses.  *For the three months ended June 30,2005, selling, general and administrative expenses increased to $23,610 from$21,717 in 2004. Selling, general and administrative costs represent investorrelations’ and independent accountant’s fees.

*Management fees and allocatedoverhead.  *For the three months ended June 30,2005, management fees and allocated overhead increased by 38.2% to $4.8 millionfrom $3.4 million in 2004 but management fees and allocated overhead expressedin pounds sterling increased by 34.2% to £2.6 million in 2005 from £1.9 millionin 2004. The business of NTL South Herts is managed as an integral part of NTL.The combined costs of managing the larger group are allocated to each entitywithin the NTL group, including NTL South Herts, on a proportional basisaccording to the level of trading in that entity. The General Partner considersthis to be a fair and reasonable method. The increase in the amount charged tous for the three months ended June 30, 2005 is due to our increasedrevenues as well as a higher allocable cost base in NTL.

*Other charges.  *Forthe three months ended June 30, 2005, other charges decreased to $20,030from $234,443 in 2004. Other charges represent restructuring costs allocated tous by a subsidiary of NTL in connection with NTL’s call center consolidationprogram. These costs relate to involuntary employee termination and relatedcosts and the recruitment and training of new employees at the new sites.Charges allocated to us by a subsidiary of NTL are made on the basis of anallocation formula appropriate to each category of charge that is based onmanagement’s judgment of a reasonable methodology given the facts andcircumstances.

*Depreciation expense*

For the three months endedJune 30, 2005, depreciation expense decreased to $1.4 million from $1.6million in 2004 mainly due to capital assets becoming fully depreciated duringthe period, offset by increases due to customers installations throughout 2004.During 2004, we evaluated the remaining useful economic lives of our fixedassets. As of January 1, 2004, we adopted new useful economic lives.

*Interest expense*

For the three months endedJune 30, 2005, interest expense increased to $582,837 from $538,701 in2004. We incur interest on management fees paid on our behalf by the GeneralPartner. The increase in interest expense is owing to the higher level of theseunpaid fees as well as foreign exchange movements.

We paid no cash interestfor the three months ended June 30, 2005 and 2004.

*Exchange gains*

For the three months endedJune 30, 2005, foreign currency exchange gains were $106,390 as comparedwith gains of $29,278 for 2004. The gain is primarily attributable tofluctuations in the valuation of the U.S. dollar on certain of our assets,liabilities and transactions, which are denominated in pounds sterling. Ourresults of operations will continue to be affected by foreign exchange ratefluctuations.

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*Minority Interest*

For the three months endedJune 30, 2005, minority interest was $162,724. No minority interest wasrecorded in the three months ended June 30, 2004 since the losses of NTLSouth Herts applicable to the minority interest exceeded the minority interestin the equity capital of NTL South Herts. In accordance with AccountingResearch Bulletin 51, or ARB 51, paragraph 15, such excess andfurther losses applicable to the minority interest have been charged againstthe majority interest, as there is no obligation of the minority interest tomake good such losses.

*Net income*

For the three months endedJune 30, 2005, net income was $355,190 as compared with $491,858 in 2004.Net income has reduced primarily as a result of the minority interest chargerequired for the three months ended June 30, 2005 but not applicable tothe three months ended June 30, 2004.

*Six Months Ended June 30, 2005 and 2004*

Wepresent below summarized consolidated financial information for the six monthsended June 30, 2005 and 2004:
| ** **                                                       | ** ** | **Six Months Ended** | ** ** | ** ** | ** ** | **Six Months Ended** | ** ** | ** ** | ** ** |
|------------------------------------------------------------------|------------|--------------------------------|------------|------------|------------|--------------------------------|------------|------------|------------|
| ** **                                                       | ** ** | **June 30,**              | ** ** | ** ** | ** ** | **June 30,**              | ** ** | ** ** | ** ** |
| ** **                                                       | ** ** | **2005**                       | ** ** | **2004**   | ** ** | **%**                          | ** ** | **2005**   | ** ** | **2004** | ** ** | **%** | ** ** |
| Revenue                                                          |       | $                              | 20,221,924 |       | $          | 18,565,194                     |       | 8.9        |       | £ | 10,792,509 |   | £ | 10,185,313 |   | 6.0 |   |
| Cost of goods sold (exclusive of items shown below)              |       | (5,523,699                     | )          | (5,774,234 | )          | (4.3                           | )          | (2,948,017 | )          | (3,167,884 | ) | (6.9 | ) |
| Selling, general and adminstrative expenses                      |       | (45,004                        | )          | (43,406    | )          | 3.7                            |       | (24,019    | )          | (23,814 | ) | 0.9 |   |
| Management fees and allocated overhead from the  General Partner |       | (8,832,414                     | )          | (7,101,652 | )          | 24.4                           |       | (4,713,889 | )          | (3,896,226 | ) | 21.0 |   |
| Other charges                                                    |       | (29,786                        | )          | (242,682   | )          | (87.7                          | )          | (15,897    | )          | (133,141 | ) | (88.1 | ) |
| Depreciation                                                     |       | (3,327,642                     | )          | (3,210,203 | )          | 3.7                            |       | (1,775,974 | )          | (1,761,235 | ) | 0.8 |   |
| Operating income                                                 |       | 2,463,379                      |       | 2,193,017  |       | 12.3                           |       | 1,314,713  |       | 1,203,013 |   | 9.3 |   |
| Interest payable to General Partner and affiliates               |       | (1,167,859                     | )          | (1,077,687 | )          | 8.4                            |       | (623,290   | )          | (591,259 | ) | 5.4 |   |
| Exchange gains (losses)                                          |       | 136,390                        |       | (30,205    | )          | n/a                            |       | 72,792     |       | (16,572 | ) | n/a |   |
| Income before minority interests                                 |       | 1,431,910                      |       | 1,085,125  |       | 32.0                           | )          | 764,215    |       | 595,182 |   | 28.4 |   |
| Minority interests                                               |       | (482,703                       | )          | —     |       | —                         |       | (257,620   | )          | — |   | — |   |
| Net income                                                       |       | $                              | 949,207    |       | $          | 1,085,125                      |       | (12.5      | )          | £ | 506,595 |   | £ | 595,182 |   | (14.9 | ) |

 

*Revenue*

For the six months ended June 30,2005, revenue increased by 8.9% to $20.2 million from $18.6 million in2004 and revenue expressed in pounds sterling increased by 6% to £10.8 millionin 2005 from £10.2 million in 2004. We have increased our revenue through pricerises and more broadband customers served by the South Herts System. At June 30,2005, we served 36,246 total customers compared with 34,823 at June 30,2004. At June 30, 2005, our penetration rate was 39.0%  compared with 37.6% at June 30, 2004.

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*Expenses*

*Costs of goods sold.  *Forthe six months ended June 30, 2005, costs of goods sold decreased by 4.3%to $5.5 million from $5.8 million in 2004 but cost of goods sold expressed inpounds sterling decreased by 6.9% to £2.9 million in 2005 from £3.2 million in2004. Costs of goods sold as a percentage of revenue declined to 27.3% for thesix months ended June 30, 2005, from 31.1% for 2004 primarily becauserevenue growth was focused on higher-margin products and customers,particularly broadband internet services.

*Selling, general andadministrative expenses.  *For the six months ended June 30,2005, selling, general and administrative expenses increased slightly to$45,004 from $43,406 in 2004. Selling, general and administrative costsrepresent investor relations’ and independent accountant’s fees.

*Management fees and allocatedoverhead.  *For the six months ended June 30, 2005,management fees and allocated overhead increased by 24.4% to $8.8 million from$7.1 million in 2004 but management fees and allocated overhead expressed inpounds sterling increased by 21.0% to £4.7 million in 2005 from £3.9 million in2004. The business of NTL South Herts is managed as an integral part of NTL.The combined costs of managing the larger group are allocated to each entitywithin the NTL group, including NTL South Herts, on a proportional basisaccording to the level of trading in that entity. The General Partner considersthis to be a fair and reasonable method. The increase in the amount charged tous for the six months ended June 30, 2005 is due to our increased revenuesas well as a higher allocable cost base in NTL.

*Other charges.  *Forthe six months ended June 30, 2005, other charges decreased to $29,786from $242,682 in 2004. Other charges represent restructuring costs allocated tous by a subsidiary of NTL in connection with NTL’s call center consolidationprogram. These costs relate to involuntary employee termination and relatedcosts and the recruitment and training of new employees at the new sites.Charges allocated to us by a subsidiary of NTL are made on the basis of anallocation formula appropriate to each category of charge that is based onmanagement’s judgment of a reasonable methodology given the facts andcircumstances.

*Depreciationexpense*

For the six months ended June 30,2005, depreciation expense increased to $3.3 million from $3.2 million in2004 mainly due to the customers installations throughout 2004, off set bycapital assets becoming fully depreciated in the period. During 2004, weevaluated the remaining useful economic lives of our fixed assets. As of January 1,2004, we adopted new useful economic lives.

*Interest expense*

For the six months ended June 30, 2005, interestexpense increased to $1,167,859 from $1,077,687 in 2004. We incur interest onmanagement fees paid on our behalf by the General Partner. The increase ininterest expense is owing to the higher level of these unpaid fees as well asforeign exchange movements.

We paid no cash interestfor the six months ended June 30, 2005 and 2004.

*Exchange gains (losses)*

For the six months ended June 30,2005, foreign currency exchange gains were $136,390 as compared with losses of$30,205 for 2004. The change is primarily attributable to fluctuations in thevaluation of the U.S. dollar on certain of our assets, liabilities andtransactions, which are denominated in pounds sterling. Our results ofoperations will continue to be affected by foreign exchange rate fluctuations.

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*Minority Interest*

For the six months endedJune 30, 2005, minority interest was $482,703. No minority interest wasrecorded in the six months ended June 30, 2004 since the losses of NTLSouth Herts applicable to the minority interest exceeded the minority interestin the equity capital of NTL South Herts. In accordance with AccountingResearch Bulletin 51, or ARB 51, paragraph 15, such excess andfurther losses applicable to the minority interest have been charged againstthe majority interest, as there is no obligation of the minority interest tomake good such losses.

*Net income*

For the six months ended June 30,2005, net income was $949,207 as compared with $1,085,125 in 2004. Net incomehas reduced primarily as a result of the minority interest charge required forthe six months ended June 30, 2005 but not applicable to the six monthsended June 30, 2004.

**CondensedConsolidated Statement of Cash Flows**

In the six months ended June 30,2005, we generated $591,920 from our operating activities compared with$901,227 in the six months ended June 30, 2004, and used it to purchasefixed assets including customers installations. Our cash provided by operatingactivities has decreased primarily due to repayment of amounts due toaffiliates. A significant proportion of the accounts payable to affiliates istransacted in pounds sterling translated at closing rates for balance sheets,whereas the movement in the accounts payable to affiliates in the cash flowstatement is translated at the average rate for the period, consequently this valuedoes equate to the movement between the balances on the opening and closingbalance sheets. When the rates vary significantly between the opening andclosing positions, or when the average rate varies significantly from theclosing rates, the impact of foreign exchange will also be significant.

**Liquidity and CapitalResources**

Wehave no financing independent of NTL. We are reliant upon the support of NTL tocontinue our operations. As of June 30, 2005, we had consolidated currentliabilities of $57.4 million due to NTL compared with $65.4 million as of December 31,2004.

Historically, our source of cash had been the netproceeds of our offerings of limited partnership interests and our principaluses of cash have been capital contributions to NTL South Herts in order tofund our proportionate share of the construction costs of the South HertsSystem.

Accordingly, until such time as NTL South Herts beginsto pay dividends on its ordinary shares (which is not expected in theforeseeable future) we will be required to fund our administrative expenses byadditional issuances of limited partnership interests or from borrowings. It isunlikely that we will be able to sell debt or equity securities in the publicmarkets at least in the short term or to obtain financing from commercialbanks. Accordingly, we are dependent on NTL for funds to cover operatingexpenses, and will continue to be dependent upon NTL to meet our liquidityrequirements for the foreseeable future. We expect that cash from ouroperations in 2005 will be utilized fully for the purchase of fixed assetsincluding connecting new customers to our networks.

**Item 3.**                        Quantitativeand Qualitative Disclosures About Market Risk

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

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Theaggregate potential loss from a hypothetical one-percent fall in the poundsterling / U.S. dollar exchange rate is $14,452 for the six months ended June 30,2005.

We have no debt other than amounts due to affiliates.As of June 30, 2005, we had approximately $57.4 million in amounts due toNTL. Consequently, we have little interest rate risk.

**Item4.**                        Controlsand Procedures

(a)   *DisclosureControls and Procedures.*   Our management, with theparticipation of the Chief Executive Officer and Chief Financial Officer ofNTL*, has evaluated the effectiveness of ourdisclosure controls 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 suchevaluation, NTL’s Chief Executive Officer and Chief Financial Officer haveconcluded that, as of the end of such period, these controls and procedures areeffective to ensure that information required to be disclosed by the registrantin the reports the registrant files or submits under the Exchange Act isrecorded, processed, summarized, and reported within the time periods specifiedin the SEC’s rules and forms. These disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed by the registrant in the reports that itfiles or submits is accumulated and communicated to the registrant’smanagement, including NTL’s Chief Executive Officer and Chief FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.

(b)   *Changes inInternal Control Over Financial Reporting.*   There have been nochanges in our internal controls over financial reporting during the quarter endedJune 30, 2005 that have materially affected, or are reasonably likely tomaterially affect, our internal controls over financial reporting covered bythis Report.

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*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

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**Part II.**   OtherInformation

**Item 5.**                        OtherInformation

None.

**Item 6.**                        Exhibits
| 31.1 | Certification of Chief  Executive Officer,* pursuant to Rule 13a-14(a) and  Rule 15d-14(a) of the Exchange Act.                  |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 | Certification of Chief Financial Officer,* pursuant  to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act.                   |
| 32.1 | Certifications 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. |

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*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

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**SIGNATURES**

Pursuantto the 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: | NTL Fawnspring Limited, |
|   |                       |   | its General Partner |
|   |                       | By: | /s/ ROBERT MACKENZIE |
|   |                       |   | Robert Mackenzie |
|   |                       |   | *Director of ntl Directors Limited* |
|   |                       |   | *Corporate director of NTL Fawnspring* |
|   |                       |   | *Limited, the General Partner of South* |
|   |                       |   | *Hertfordshire United Kingdom Fund, Ltd.* |

 

Dated: August 16, 2005

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.

|                      | **Name** | ** **                                                                                        | ** ** | ** **            | **Title**  | ** ** | ** ** | ** ** | **Date** | ** ** | *** *** |
|----------------------|----------|---------------------------------------------------------------------------------------------------|------------|-----------------------|------------|------------|------------|------------|----------|------------|--------------|
| /s/ ROBERT MACKENZIE |     | Director of ntl  Directors Limited, Corporate director                                            |       | August 15,  2005 |       |
| Robert Mackenzie     |     | of NTL Fawnspring Limited, the General Partner of  South Hertfordshire United Kingdom Fund, Ltd.* |       |                  |       |
| /s/ ROBERT GALE      |     | Director of ntl  Directors Limited, Corporate director                                            |       | August 15, 2005  |       |
| Robert Gale          |     | of NTL Fawnspring Limited, the General Partner of  South Hertfordshire United Kingdom Fund, Ltd.* |       |                  | ** ** |

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*                    ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are Directors of ntl Directors Limited, which is acorporate director of NTL Fawnspring Limited, the general partner of thePartnership.

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