<PAGE>   1

                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ____________________ to __________________

Commission file number: 0-19889

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                      <C>                                              <C>
        Colorado         South Hertfordshire United Kingdom Fund, Ltd.              #84-1145140
        --------------------------------------------------------------------------------------
(State of Organization)                                                   (IRS Employer Identification No.)
</TABLE>

<TABLE>
<S>                                                           <C>
Caxton Way, Watford, WD1 8XH, England                         ###-##-#### - 435000
-------------------------------------                         --------------------
(Address of principal executive office and Zip Code)          (Registrant's telephone no. including area code)
</TABLE>

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                         Limited Partnership Interests

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

           Yes                                         No     x
              ---------                                  -----------

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (e229 405) is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
                             -
DOCUMENTS INCORPORATED BY REFERENCE:
None
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TABLE OF CONTENTS

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                                                                                Page
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PART I

ITEM 1.       BUSINESS                                                             3
ITEM 2.       PROPERTIES                                                          22
ITEM 3.       LEGAL PROCEEDINGS                                                   22
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 22

PART II

ITEM 5.       MARKET FOR THE REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                                     22
ITEM 6.       SELECTED FINANCIAL DATA                                             23
ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                                 24
ITEM 7a       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          26
ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                         28
ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                              40
ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  41

PART III

ITEM 11.      EXECUTIVE COMPENSATION                                              42
ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT                                                      42
ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      42

PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
              REPORTS ON FORM 8-K                                                 43

SIGNATURES                                                                        44
</TABLE>


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                                     PART I

ITEM 1. BUSINESS

         South Hertfordshire United Kingdom Fund, Ltd., formerly known as Jones
United Kingdom Fund, Ltd. (the "Partnership"), is a Colorado limited partnership
that was formed in December 1991 pursuant to the public offering of limited
partnership interests (the "Interests") in the Partnership for the purpose of
acquiring one or more cable television/telephony systems in the United Kingdom
of Great Britain and Northern Ireland (the "United Kingdom" or the "UK"). Upon
acquisition of its system, the Partnership's primary investment objective is to
obtain capital appreciation in the value of its systems over the term they are
held by the Partnership. The capital appreciation in the Partnership's assets
may be converted to cash by the sale of a system, through one or more
refinancings or by the partners' sale of their Interests in the Partnership.


HISTORY


         The Partnership was formed upon the receipt of subscriptions for
Interests totalling the minimum offering of $10,000,000. The general partner of
the Partnership was initially Jones Global Funds, Inc., a Colorado corporation
("Jones Global Funds"). As of August 15, 1992, when the initial offering by the
Partnership terminated, the Partnership had raised $16,548,000 in gross offering
proceeds from the sale of 16,548 Interests, or $14,272,650 net of sales
commissions and other organizational and offering costs. On September 14, 1992,
the Partnership commenced a second offering of Interests. As of April 1994, when
the second offering terminated, the Partnership had raised a total of
$56,935,000 in gross offering proceeds from the sale of 56,935 limited
partnership interests, or $48,817,997 net of sales commissions and other
organizational and offering costs, from both its initial and its second public
offerings.


         On February 20, 1992, upon receipt of approval from United Kingdom
regulatory authorities, the Partnership acquired, through nominees, the
beneficial ownership of all of the shares of NTL (South Herts) Limited (formerly
Cable & Wireless Communications (South Hertfordshire) Limited and Jones Cable
Group of South Hertfordshire Limited) ("NTL South Herts") from Jones Global
Funds, Inc. and certain of its affiliates (the "Former Owners"). NTL South Herts
is a United Kingdom corporation which holds the cable and telecommunications
licenses necessary to build and operate a cable television/telephony system in
the South Hertfordshire franchise area, located adjacent to the north-west
perimeter of Greater London (the "South Herts System"). The acquisition by the
Partnership of all of the shares of NTL South Herts resulted in the Partnership
acquiring an indirect beneficial ownership interest in the South Herts System.
The Partnership paid the Former Owners a total of $4,996,700, representing, at
cost, their expenses in connection with obtaining, holding and maintaining the
licenses for the South Herts System and their capital expenditures during and
before the Partnership acquired the beneficial ownership of NTL South Herts,
plus the amount of operating and interest expenses in excess of operating
receipts incurred during such period. Subsequent to the Partnership investment
in NTL South Herts, cost reimbursements have been and will continue to be made
to the general partner (or its affiliates) for construction costs of the South
Herts System. Partnership funds are used to reimburse the general partner (or
its affiliates) at cost on a monthly basis for expenditures incurred by the
general partner (or its affiliates) for the South Herts System's construction
and operation.


         The South Herts System's ownership by NTL South Herts, a United Kingdom
corporation, rather than directly by the Partnership, results from an intention
to insulate the limited partners of the Partnership (the "Limited Partners")
from potential United Kingdom taxation upon the eventual sale of the South Herts
System. Under current United Kingdom tax laws, the sale of the United Kingdom
cable television/telephony system by a U.S. limited partnership may give rise to
limited partner tax liability in the United Kingdom whereas the sale of shares
in a United Kingdom corporation by a U.S. limited partnership does not give rise
to limited partner tax liability in the United Kingdom on the basis that the
limited partnership is not itself trading in the United Kingdom through a
permanent establishment there. The shares of NTL South Herts are held indirectly
by the Partnership through corporate nominees on the advice of the Partnership's
counsel in the United Kingdom. This indirect ownership structure is intended to
afford the Limited Partners more certain protection from United Kingdom tax
liability.


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         In order to provide additional funding for the construction of the
South Herts System, two additional participants invested in NTL South Herts in
1993 and 1994. Jones Intercable of South Hertfordshire, Inc. invested L3,400,000
in NTL South Herts in exchange for 34,000 Class A shares in November 1993. Also
in November 1993, affiliates of Sandler Capital Management (the "Sandler Group")
committed to invest L6,800,000 in NTL South Herts, of which L2,266,600 was,
funded in November 1993 for 22,666 Class B shares. In June 1994, the Sandler
Group invested L3,273,232 for 32,732 Class B shares and Jones Intercable of
South Hertfordshire, Inc. invested L503,283 for 5,033 Class A shares. In July
1994, the Sandler Group invested L1,800,000 for 18,000 Class B shares and Jones
Intercable of South Hertfordshire, Inc. invested L466,800 for 4,668 Class B
shares.


         On June 10, 1994, Jones Global Group, Inc., Jones Intercable, Inc. and
certain of their subsidiaries (collectively, "Jones") and the Sandler Group
entered into agreements to transfer all of their interests in their United
Kingdom cable television/telephony operations and franchises, including Jones
Intercable of South Hertfordshire, Inc.'s interest in NTL South Herts, Jones
Global Funds, Inc.'s general partner interest in the Partnership and the Sandler
Group's interest in NTL South Herts, to Bell Cablemedia plc ("BCM") in exchange
for ordinary shares (in the form of American Depository Shares ("ADSs")) to be
issued by BCM in connection with a planned public equity offering of ADSs by
BCM. At that date, BCM was indirectly owned 80 percent by BCI Telecom Holding
Inc (formerly Bell Canada International Inc.) ("BCITH") and 20 percent by Cable
and Wireless plc ("C&W").


         On July 22, 1994, in connection with the closing of the public equity
offering by BCM, Jones and the Sandler Group completed the exchange of their
interests in United Kingdom cable television/telephony operations and franchises
for ordinary shares (in the form of ADSs) issued by BCM. At closing, BCM
acquired Jones Intercable of South Hertfordshire, Inc.'s interest in NTL South
Herts, the Sandler Group's interest in NTL South Herts and the general partner
interest in the Partnership. These acquisitions are collectively referred to
herein as the "BCM Acquisition." In October 1994, the Partnership invested
L5,108,900 in NTL South Herts for 51,089 Class A shares and BCM invested
L2,554,600 in NTL South Herts for 25,546 Class A shares. In November 1994, the
Partnership invested L1,410,000 in NTL South Herts for 14,100 Class A shares and
BCM invested L705,000 in NTL South Herts for 7,050 Class A shares. As a result
of these transactions, NTL South Herts is now owned 66.7 percent by the
Partnership and 33.3 percent by BCM, and the general partner of the Partnership
is now Fawnspring Limited, a wholly owned subsidiary of BCM (the "General
Partner"). The General Partner provides consulting services to the Partnership.
The General Partner may delegate some or all of the consulting services to BCM
or to other affiliates.


         On October 21, 1996, BCM entered into a number of agreements relating
to the acquisition of control of the outstanding shares of Videotron Holdings
Plc ("Videotron"). Prior to the acquisition, BCM owned 26.2% of Videotron and
did not control Videotron's operations. Pursuant to an agreement entered into on
October 21, 1996 and consummated on December 17, 1996, BCM acquired control of
an additional 55.6% of Videotron, increasing its direct and indirect
shareholding in Videotron to 81.8%. Subsequently, certain share options of
Videotron were exercised, and as of January 8, 1997, BCM owned 81.7% of
Videotron's ordinary shares. Also on December 17, 1996, a subsidiary of C&W
subscribed for additional shares in BCM, increasing its stake in the company to
32.5%, with BCI's indirect stake reducing to 32.5%.


         On January 8, 1997, BCM made an offer to acquire all the remaining
public and employee shares of Videotron. BCM now owns all of the current issued
ordinary share capital of Videotron.


         On October 22, 1996, C&W, BCITH and Bell Atlantic (at that time, NYNEX)
announced that they had entered into an agreement, pursuant to which, subject to
the satisfaction of certain conditions precedent, the parties agreed to combine:
(i) Mercury Communications Limited ("Mercury"), (ii) BCM (as enlarged by the
acquisition of Videotron), and (iii) NYNEX CableComms Group PLC and NYNEX
Cablecomms Group Inc. (collectively "NYNEX CableComms") under one company to be
called Cable & Wireless Communications plc ("CWC Comms"). On completion of this
combination, CWC Comms became the largest provider of integrated
telecommunications and television entertainment services in the United Kingdom.


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


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

(b)      the proposed indirect acquisition by C&W of the 47.3 per cent interest
         in CWC DataCo which is not currently attributable to it (thereby
         achieving 100 per cent ownership of CWC DataCo); and

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

Following the approval of shareholders, bondholders and the competition
authorities the Transaction completed on 30 May 2000. Following completion, CWC
Comms changed its name to NTL (CWC) limited ("NTL (CWC)). To fund the cash
element of the consideration, NTL placed $4.5 billion of common and preferred
stock with France Telecom.


NTL South Herts is one of 47 franchise areas which NTL (CWC) manages and
controls from its headquarters in the South Hertfordshire franchise. Management
control is exercised by Fawnspring Limited, a UK corporation, which is the
general partner of the Partnership (the "General Partner"), although it is
delegated to other affiliated companies of NTL (CWC) as the General Partner
believes that returns are maximised by management as an integral part of a
larger group to reap the benefits of synergy. NTL (CWC) performs all billing and
collection functions and other NTL (CWC) group companies procure all services on
behalf of NTL South Herts. NTL (CWC) arrange all necessary funding on behalf of
NTL South Herts. NTL South Herts is an integral part of NTL (CWC) strategy for
developing activities in the UK.


         THE SOUTH HERTS SYSTEM


         FRANCHISE AREA


         The South Hertfordshire franchise area comprises the three
administrative areas of Three Rivers, Watford and Hertsmere, with a population
of approximately 240,000. The franchise area covers commuter suburbs of London,
and many people who reside in the franchise area use the available fast rail and
motorway services to travel to work in central London. South Hertfordshire has
benefited from the completion in 1986 of the M25 London Motorway, which makes
commuting from the franchise area to other areas in or near London more
convenient. An M1 motorway link exists to give London-bound commuters direct
access from Watford to the London highway system. The M1 link is half a mile
from the South Herts System headend and administrative offices. There are
approximately 94,000 homes in the franchise area, of which 91,479 have been
passed by the South Herts System cable television/telephony network.
Construction in the franchise area is substantially complete. The average
housing density in the South Herts franchise area is approximately 1,150 homes
per square mile.


         The South Hertfordshire franchise area contains approximately 7,000
businesses, 80 percent of which are small or medium-sized. In addition, there
are several business parks containing predominantly industrial and manufacturing
concerns.


         OPERATIONS


               Construction of a cable television-only network in the South
Hertfordshire franchise area commenced in early 1991 and, an integrated cable
television/telephony network architecture was developed for this franchise in
late 1991. As of December 31, 2000, approximately 91,479 homes, or 97% per cent
of total homes, in this area had been passed. Cable television services
commenced in April 1992 and telephony services commenced in February 1993,
following completion of the installation of a telephony switch. In January 2000,
NTL commenced the rollout of digital cable television services within the South
Herts franchise. At December 31, 2000, NTL South Herts serviced


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approximately 27,011 basic cable television customers including 13,016 digital
cable customers, and, 33,945 residential telephony lines.


         PRODUCTS AND SERVICES


         Three main types of service are offered by NTL South Herts: cable
television (mainly to the home but also to businesses), residential telephony
services and telecommunications services for business customers.


         Cable Television Services. NTL South Herts offers a range of
programming, marketed in a series of packages: basic packages, which include
cable exclusive programming and premium packages, which are based on films,
sporting events, Asian programming and adult programming. Pay-per-view ("PPV")
facilities are also available, providing a way for customers to buy television
programming, including high profile movies, sports and music events. NTL South
Herts intends to use its return path network to encourage viewers to order the
PPV events directly using their set top box and remote control, rather than
having to place an order over the telephone, which direct-to-home ("DTH")
television subscribers must do.


         Digital television. Digital television is a technology that allows
customers to have access to a much higher channel capacity. The increased
capacity can be used for more broadcast channels, as well as for PPV, near
video-on-demand, broadband Internet access, games, home shopping/banking and a
wide range of other interactive services. The primary aim of digital television
will be to give more choice to the customer.


         Residential Telephony Services. NTL South Herts offers local and long
distance and international telephony services to its customers, including
advanced services such as call monitoring, call barring, three-way calling,
alarm calls, itemized billing, call waiting, call divert, call screening and
speed dialling.


         Internet and other on-line information services. With the growth in the
home PC market fuelling the rapid growth in demand for Internet access and other
on-line information services, NTL South Herts is well placed to offer both
narrowband and broadband services into the home, making use of its sophisticated
"return path" network to offer full interactivity.


         Business Telecommunications Services. NTL South Herts offers businesses
a range of services alongside basic telephony, including fax, private circuits
and virtual private networks. A Centrex service, which offers customers the
facilities they would expect from a private switchboard without the need to buy
or maintain their own switching equipment, has been introduced.


         FUTURE SERVICES


         Opportunities for interactive and integrated services, which may be
offered by NTL South Herts in the future, include the following:


         Near video-on-demand ("NVOD"). NVOD technology allows individual
subscribers to select, on a PPV basis, from a range of channels showing film,
event and sports programming available at staggered start times. NVOD is
distinguished from PPV by the relatively large numbers of channels used to
transmit the movies and events shown. This means that a customer will never have
to wait long for the beginning of a chosen movie. Such a service provides the
subscriber with a wide choice of programming options and flexibility in term of
viewing times.


         Video-on-demand ("VOD"). VOD is an improvement of NVOD service which
allows the viewer a much greater choice of programming selected from the service
provider's inventory for viewing at a specific time of the viewer's choice (ie
not at a time predetermined by the broadcaster). As with NVOD, the programming
selected would be transmitted over the network and is likely to be delivered to
a converter box in the customer's home in


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viewable form only to the particular customer requesting the program, on a PPV
basis. The provision of true VOD in the UK is still likely to be several years
away, owing to the current cost of the video servers and the switching equipment
needed. However, the upgrade to digital technology will provide a suitable
platform for VOD.



         COMPETITIVE ADVANTAGES


         The South Herts franchise is managed as an integral part of NTL. NTL
has certain competitive strengths that position it to compete effectively
against BT and other potential competitors serving the UK market.


         Regulatory Environment and Market Position


         NTL believes that the UK regulatory climate is generally favourable for
its operations. UK telecommunications policy has historically tended towards
promoting facilities-based competition, although more recently this has shifted
to a position whereby facilities-based and services-based competition, are
promoted in a balanced manner. At this stage of the development of the UK
market, Oftel has rejected demands from service providers to allow them
cost-based network services without having to build competing network elements
although they have encouraged the development of retail-minus products for this
sector by infrastructure providers. In addition, the UK regulatory regime places
greater burdens on those operators with significant market power, giving NTL
greater operational flexibility than BT. Finally, NTL believes that the
availability of number portability and reciprocal charging arrangements between
operators will generally favour NTL and other facilities-based competitors over
BT.


         National Network Presence


         NTL's continually expanding high-capacity local, national and
international network creates a competitive advantage in the UK market. The
Company is able to provide access (either direct or indirect) to almost all
small-to-medium sized enterprises and large corporate businesses in the United
Kingdom. When construction of the cable television networks is complete, direct
access will be available to approximately fifty per cent. of all homes in the
United Kingdom. In addition, NTL can provide telecommunication services to
substantially all potential UK customers by indirect connection to its network.
As a national operator, NTL benefits from cost advantages in network operations
and marketing.


         Integrated Products and New Services


         NTL believes it is well positioned in its franchise areas to integrate
a complete range of communications products, including multi-channel television
and interactive services, fixed and mobile telephony, and Internet and data
services, and to offer these products at competitive prices to the residential
and business market segments. Product bundling provides customers with increased
value and a broadened range of services, and can also help reduce residential
customer churn. As part of its marketing efforts, NTL will continue to determine
how best to maximise customer take-up through the variety and value of its
product offerings.


         Additionally, NTL South Herts offers its customers integrated packages
of products, such as on-line Internet access services and number portability. In
future, NTL South Herts will offer the same products along with digital
television products such as near video-on-demand.


         Management Team and Strategic Relationships


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         NTL has recruited its senior executives both from within its
constituent companies and from other well-established corporations. NTL's senior
executive team believes that it has the requisite experience to operate a
business of the scope and scale of NTL South Herts.


         PRICING


         All prices set out in this section include Value Added Tax.


         Cable Television. NTL South Herts at December 31, 2000 charged
customers on the basic Access cable television package L9.25 per month for
Analog and L10.00 per month for Digital. Charges for dual packages including
premium channels are up to L48.00. NTL's cable television services include the
supply and installation of one addressable converter box, which provides the
service to one television set. There is a monthly charge of approximately L5.00
per additional channel selector box. NTL South Herts also charges a one time
connection fee, with discounts for those customers who take telephony services
as well as for those who choose to pay by direct debit.


         As a result of the regulation of BT's prices and increased competition,
telephony prices in the UK telecommunications market have declined significantly
over the past few years. Price remains an important factor in the residential,
small office and home business segments, although in its other business
segments, NTL's pricing strategy is to sell predominantly on value rather than
on price alone. NTL's tariffs for both domestic and international telephone
calls are set on the basis of per second rate, which varies according to the
destination and time of call. Except for a minimum fixed charge, NTL charges
customers only for the actual time elapsed during a call. Leased circuit
services are charged at a fixed rate regardless of usage.


         Dual Product Packages. NTL offers within its franchise areas dual
product cable television and telephony packages ("Dual Product Packages"). These
Dual Product Packages provide customers within these areas with a range of cable
television packages integrated with its telephony services. These services are
priced to compete with the prices of similar products offered separately by
BSkyB and BT. They include both a range of basic television packages together
with the option to add certain "Premium" channels (including sports and movie
channels) and provide the customer with the additional benefit of dealing with
just one communications company. Both existing and new customers of NTL take
subscriptions with the main interest being the entry-level package, a mid-range
package and a big basic package. Based on past experience, NTL believes that
customers with both cable television and telecommunications services are less
likely to terminate service than those with the cable television service only.
The Unity Packages are designed to provide the consumer with greater choice and
flexibility. They are also intended to increase the rate of uptake of dual
packaged services in addition to stimulating higher penetration levels.


         NTL SOUTH HERTS' NETWORK


         Construction of NTL South Herts' cable television/telephony network is
substantially complete with approximately 97% of homes in the South
Hertfordshire franchise area passed at December 31, 2000.


         Network Architecture. NTL South Herts' network is designed to take
integrated two-way broadband cable television systems. Such systems will
incorporate a digital overlay telephony network to service the homes and
businesses within the franchise area. The network utilizes fiber optic cables on
major trunk routes from a central location containing the cable television
headend and telephony switch to nodes that serve approximately 500 homes each.


         NTL South Herts' network makes extensive use of fiber optic cable. The
main benefits of deploying fiber in place of traditional coaxial cable or copper
wire result from its smaller size, greater capacity, increased functionality and
decreased requirements for periodic amplification of the signal. These factors
contribute to lower installation and maintenance costs and increase the variety
and quality of the services provided.


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         The cable television system has the capacity to carry between 200 and
300 channels of television plus radio, teletext, telecommunications and other
related services. The network is also capable of conveying video and high speed
data transmissions, thus providing the basis for video conference facilities,
television surveillance services and computer communications.



         Because of the nature of moving picture video, substantial transmission
capacity, known as bandwidth, is required to provide a cable television program
to the customer. A network's transmission capacity requirement increases
proportionally as additional cable television programs are broadcast to
customers. The inherent bandwidth limitations of twisted pair copper wire
historically used in telephone networks have to date presented a substantial
obstacle to the use of existing telephone networks for the provision of cable
television services. Coaxial cable provides substantially greater bandwidth than
twisted pair copper wire and fiber optic cable can provide substantially greater
bandwidth than coaxial cable.


         NTL South Herts' telephony network employ an open architecture, using a
combination of SDH and PDH Technology for system resilience. Voice and high
speed data services may be provided across the network. Multipair copper cable
is used to connect fiber optic nodes serving approximately 500 homes to
distribution points housed in street cabinets serving 40 homes. From these
cabinets, twisted pair copper cable is pulled to the customer's home.


         NTL South Herts' telephony switch has multiple interconnects to the C&W
and the BT networks.


         Network Construction Costs. Construction of integrated cable
television/telephony systems is capital intensive, requiring substantial
investment for "network costs" including "construction costs" (including
trenching and laying underground ducts, cable television and telephony plant,
network electronics and headend equipment), "customer costs" (including
converters, customer electronics and installation of cable from the network to
the customer's home), and "other costs" (such as switching offices, land and
buildings, computers, and capitalization of pre-operating costs and labour).
Total capital expenditure by NTL South Herts on its cable television/telephony
systems up to December 31, 2000 was approximately L72.4 million ($108.1 million
based on a December 31, 2000 exchange rate of L1=$1.49).


         Construction costs for the South Herts System varies depending upon
housing density, geographical terrain and the types of underground conditions
encountered. Construction expenses in the UK have been higher than comparable
costs in the United States, primarily because of the logistics in laying the
fiber optic and coaxial cables for the networks necessitated by the UK's
prohibition on aerial construction. The UK does not have an infrastructure of
existing telephone poles, overhead lines or electrical conduits in which to run
new fiber optic and coaxial cable. Therefore, nearly all cable installation in
the UK requires hand or machine excavation, backfill to specification and
permanent reinstatement of surfaces in compliance with the New Roads and Street
Works Act 1991 (the "Street Works Act"). The Street Works Act has, however,
standardized fees for inspection of construction works by local government
authorities and standardized specifications for reinstatement of property
following excavation. As a result, construction delays previously experienced by
cable operators because of separate and often lengthy negotiations with local
government authorities have been reduced.


         Domestic Interconnect. Tariffs for national calls are influenced by
interconnect charges payable to BT, the dominant operator in the UK
telecommunications market. BT's interconnect rates are regulated by OFTEL. BT's
interconnect charges are, at present, controlled through a price control
mechanism linked to the UK Retail Price Index. The interconnect rate entitles an
operator to compensation for (i) terminating in its network a call that has
originated in another network, (ii) providing its customers with access to those
services of another network operator which are invoiced by such other network
operator, and (iii) transit of traffic between two networks.


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Interconnection with other licensed operators is an important component of NTL
(CWC)' network, since the majority of the traffic handled by NTL (CWC)
originates from or terminates on BT's or on other licensed operators' networks.
NTL (CWC) operates under interconnection agreements with BT and a number of
other licensed operators, including cellular, PCN, ISR and cable operators.


         International Interconnect. Turnover from international telephone
services is derived from outgoing calls made by customers in the United Kingdom
and from receipts from overseas telecommunication operators for incoming calls
which are passed to the NTL South Herts network for delivery to their final
destinations within the United Kingdom or overseas. In turn, NTL South Herts
makes payments to overseas operators for the international use of their
facilities to deliver the outgoing calls from NTL South Herts customers.


         NTL enters into operating agreements with overseas carriers to provide
for interconnection between its network and the domestic network of overseas
carriers. NTL continues to seek additional operating agreements with
telecommunication administrations in other countries as NTL believes it is
economically justified in order to increase the percentage of outgoing
international calls from the United Kingdom that can be carried on NTL network.
There can be no assurance as to whether or when NTL will enter into any
additional operating agreements or that existing operating agreements will be
renewed in similar terms. Where NTL does not have an operating agreement for
direct connection with, or the agreement has not yet been implemented by, the
overseas telecommunication administration to which a call is directed,
agreements are sought whereby calls can be routed through an intermediate
switching centre, paying the intermediary an agreed rate determined in
accordance with regulatory obligations.


                                  COMPETITION

We face significant competition from established and new competitors in the
areas of residential telephony, business telecommunications services, Internet
and cable television. We believe that competition will intensify in each of
these business areas, particularly business telecommunications and Internet.

CONSUMER SERVICES

We compete primarily with BT in providing telephone services to residential
customers in the United Kingdom. BT occupies an established market position and
manages fully built networks and has resources substantially greater than ours.
According to the Office of Telecommunications, or OFTEL, in June 2000, BT
serviced 81.6% of U.K. residential telephone exchange line customers. Our growth
in telecommunications services, therefore, depends upon our ability to convince
BT's customers to switch to our telecommunications services. We believe that
value for money is currently one of the most important factors influencing the
decision of U.K. customers to switch from BT to a competitive telecommunications
service. BT has, however, introduced price reductions in some categories of
calls and, due to regulatory price controls, BT will be making further
reductions in its telecommunications prices. Accordingly, although we intend to
remain competitive, in the future we may be unable to offer residential
telephone services at rates lower than those offered by BT. In this case, we may
not achieve desired penetration rates and may experience a decline in total
revenues. There can be no assurance that any such decline in revenues or
penetration rates will not adversely affect us. In addition to BT, other
telecommunications competitors could prevent us from increasing our share of the
residential telecommunications market. In particular, BT is under a regulatory
obligation to introduce carrier pre-selection on its network, an interim version
of which was introduced in December 2000, although the carrier pre-selection for
all calls (except for certain special categories) will not be launched until
nearer the end of 2001. Carrier pre-selection may increase the appeal of
indirect access operators, whose discounted call charges may undercut us.

We also compete with mobile networks. This technology may grow to become a
competitive threat to our networks, particularly if call charges are reduced
further on the mobile networks. Our tower services group may enable us to
benefit from the growth in this technology. There can be no assurance, however,
that we will be able to compete successfully with such telecommunications
operators.

We believe that we have a competitive advantage in the residential market
because we offer integrated telephone, cable television, telecommunications
services (including Internet, interactive and on-line services) and
multi-product packages designed to encourage customers to subscribe to multiple
services. However, there can be no assurance that this competitive advantage
will continue. Indeed, BT and all other operators are permitted to provide and
convey cable television services throughout the United Kingdom from January 1,
2001, and exclusive franchises will no longer be awarded.

British Sky Broadcasting Limited, or BSkyB, currently markets telecommunications
services on an indirect access basis, which requires the customer to dial
additional digits before entering the primary telephone number, thus diverting
calls onto another operator's network. In addition, BSkyB has a joint venture
with BT that is known as Open (formerly British Interactive Broadcasting). BSkyB
increased its holding in Open to 80.1% in July 2000 as a result of buying out
HSBC and Matsushita. The joint venture could provide additional competition.

Our cable television systems compete with direct reception over-the-air
broadcast television, DTH satellite services and satellite master antenna
systems. In addition, pay television and pay-per-view services offered by

                                       10
<PAGE>   11
us compete to varying degrees with other communications and entertainment media,
including home video, cinema exhibition of feature films, live theater and newly
emerging multimedia services. We expect that, in the future, we may face
competition from programming provided by video-on-demand services.

In 1999, BSkyB and OnDigital dropped the practice of charging any upfront fee
for digital set-top boxes, although they still charge in some instances for
installation. Coupled with BSkyB's move to bundle free Internet access and
discounted indirect access telephony (with calls priced at a significant
discount to BT headline rates), these moves have reduced the competitive
advantages previously represented by our offerings. We believe that the
underlying technological advantages of our networks will allow us to respond to
such moves by our competitors. Nevertheless, there can be no assurances that we
will be able to continue to compete successfully in all segments of the
residential markets.

BUSINESS TELECOMMUNICATIONS

BT is also our principal competitor in providing business telecommunications
services. In addition, we compete with Cable & Wireless plc, Energis
Communications Limited, Thus in Scotland and with other companies that have been
granted telecommunications licenses such as MCI-WorldCom and COLT. In the
future, we may compete with additional entrants to the business
telecommunications market. Competition is based on price, range and quality of
services, and we expect price competition to intensify if existing and other new
market entrants compete aggressively. Most of these competitors have substantial
resources and there can be no assurance that these or other competitors will not
expand their businesses in our existing markets or that we will be able to
continue to compete successfully with such competitors in the business
telecommunications market.
                                   REGULATION

Telecommunications service industries in the United Kingdom are governed by
legislation under the Telecommunications Act 1984, the Broadcasting Act 1990,
and the Broadcasting Act 1996. The operator of a full-service telecommunications
system in the United Kingdom requires the following two principal non-exclusive
licenses:

         -        a telecommunications license, granted under the
                  Telecommunications Act by the Secretary of State and
                  supervised by the Department to Trade and Industry, or DTI,
                  and OFTEL, which authorizes the installation and operation of
                  the telecommunications network used to provide cable
                  television and cable telephone services; and

         -        a cable television license granted under the Broadcasting Act
                  and supervised by the Secretary of State and the Independent
                  Television Commission, or ITC, which authorizes the provision
                  of broadcasting services.

Each type of license described above contains various conditions, and in the
event of the breach of such conditions, the Director General of
Telecommunications (the head of OFTEL) or the ITC, as appropriate, could issue
an enforcement order and ultimately commence proceedings to require compliance
or to revoke such licenses.

PRICE REGULATION

BT is currently subject to controls over the prices it may charge customers. In
particular, BT may not increase charges for certain services by more than the
amount of the percentage change in the retail price index. In Autumn 1999, OFTEL
began the process of examining what price controls, if any, should apply to BT
after 2001. In February 2001, OFTEL announced that current retail price controls
would be extended until July 2002 with a roll over provision for a further year.

NTL is not subject to the same scrutiny and control by OFTEL of its retail
telephone prices as BT, given its non-dominant status in the market. However,
NTL is subject to prohibitions on undue preference and undue discrimination in
its cable television pricing. NTL is, also required to publish its standard
prices, terms and conditions for cable television services.

NUMBER PORTABILITY

The European Union agreed in 1998 to a revision to the Interconnection Directive
that made it a requirement for Member States to mandate number portability.
Implementing regulations came into force on January 19, 2000 requiring that
number portability should be provided on request to all customers switching
between different operators and providers of fixed telecommunications services.
NTL has a process in place to comply with its existing obligations and it is now
in the process of negotiating more service establishment arrangements with other
operators.

LOCAL LOOP UNBUNDLING

In November 1999, an OFTEL policy statement mandated the unbundling of BT's
local loop to rival providers, enabling them to offer a range of higher
bandwidth services using Digital Subscriber Line (DSL) technology. On August 8,
2000 conditions in BT's license were brought into force setting out the
requirements under which BT must provide services necessary for local loop
unbundling. Further exchanges are likely to be made available to service
providers for unbundling in 2001. OFTEL published the wholesale prices for BT's
unbundled local loops on December 29, 2000 and prices for shared access will be
published in 2001. From December 31, 2000, BT is required to publish a reference

                                       11
<PAGE>   12
offer setting out the basis on which they will offer shared access to the local
loop. In addition, BT is currently rolling out ADSL over its own network. ADSL
will allow consumers access to high speed information services. The introduction
of local loop unbundling will give rise to opportunities for us, but could also
give rise to increased competition.

INTERCONNECTION

NTL Group Ltd. has Annex II status giving it rights of interconnection at
wholesale rates to other operators with similar status.

OPEN ACCESS TO CABLE INFRASTRUCTURE

In April 2000, OFTEL issued a public consultation document on regulated access
to cable infrastructure ("open access"). The preliminary conclusion reached by
OFTEL was that no case existed for mandating open access to cable infrastructure
at that time.

BSKYB CARRIAGE AGREEMENT

NTL's carriage agreement with BSkyB is subject to regulatory approval by both
the ITC and the U.K. Office of Fair Trading, or OFT. The agreement was therefore
notified to the OFT in Autumn 2000. In December 2000, the OFT separately
announced that it was commencing a six-month investigation under the U.K.
Competition Act into BSkyB's activities, in particular the wholesale prices
offered to rival distributors of pay television services. The launch of this
investigation in December 2000 has meant that the OFT's timetable for reviewing
NTL's carriage agreement with BskyB has been extended.

COMPETITION ACT 1998

The Competition Act, which came into force in March 2000, introduced a
prohibition on the abuse of a dominant position and on anti-competitive
agreements and introduced third party rights, stronger investigative powers,
interim measures and effective enforcement powers (including fines of up to 10%
of U.K. turnover). The Competition Act enables third parties to bring
enforcement actions directly against telecommunications operators who are in
breach of the prohibitions and seek damages, rather than have to wait for the
Director General of Telecommunications to make an enforcement order.

In February 2000, OFTEL issued specific guidance on the application of the
Competition Act in the telecommunications sector. This guidance states that
OFTEL would follow closely the general principles of competition law in its
application of the new prohibitions. In addition, the regulators must not reach
decisions which are inconsistent with EC law.

EUROPEAN UNION LEGISLATION

Our business is further regulated by the EU under various European Commission
Directives. In July 2000, the European Commission adopted a package of
legislative proposals which sets out a new framework for electronic
communication and ensures that the legislation is more technology neutral. The
proposed new framework consists of five harmonization Directives, including a
framework Directive and four specific Directives on authorization, access and
interconnection, universal service and users' rights, and data protection in
telecommunications services, a Regulation on unbundling the local loop, a draft
liberalization Directive and a decision on Community radio spectrum policy.

COMMUNICATIONS BILL

A White Paper issued in December 2000 -- A New Future for Communications --
proposed the creation of a new body 'OFCOM' to regulate the communications
industry. This will merge the functions of OFTEL, the Radiocommunications Agency
and ITC and it is intended that it will provide a more flexible framework for
regulating a converging industry.

                            RESEARCH AND DEVELOPMENT

Our research and development activities involve the analysis of technological
developments affecting our cable television, telephone and telecommunications
business, the evaluation of existing services and sales and marketing techniques
and the development of new services and techniques.

EMPLOYEES

         The Partnership has no employees. NTL South Herts is managed as a part
of NTL (CWC), thus benefiting from the economies of scale of sharing support
functions.

                                       12
<PAGE>   13
ITEM 2. PROPERTIES


         NTL South Herts owns a freehold property at 9 Greycaine Road, Watford
consisting of approximately 18,500 square feet of office space.


ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

                                     PART II



                                       13




























<PAGE>   14
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         While the Partnership's interests are publicly held, there is no
established public market for the limited partnership interests, and it is not
expected that such a market will develop in the future. As of March 31, 2001,
the approximate number of investors in the Partnership was 5,200.

                                       14
<PAGE>   15
ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                          South Hertfordshire United Kingdom Fund, Ltd.
                                                          --------------------------------------------

                                                                     Years ended December 31
INCOME STATEMENT DATA:                 2000               1999               1998               1997               1996
                                       ----               ----               ----               ----               ----
<S>                                <C>                <C>                <C>                <C>                <C>
Revenues                           $ 26,310,898       $ 28,345,316       $ 28,396,020       $ 23,603,312       $ 20,851,777
Cost of Revenue                     (10,466,187)       (11,061,408)       (12,014,013)       (13,648,846)       (15,691,431)
Management Fees and
Allocations from General            (13,128,873)       (10,447,802)        (8,173,374)        (6,058,801)        (3,943,096)
Partner
Depreciation and Amortization
                                     (4,759,437)        (6,279,976)        (4,119,297)        (6,177,968)        (5,129,620)
Write down of fixed assets                 --                 --                 --           (6,562,400)              --
                                   ------------       ------------       ------------       ------------       ------------
Operating Income/(Loss)              (2,043,599)           556,130          4,089,336         (8,844,703)        (3,912,370)
Interest Income                                                                39,777             78,749             30,667
Interest Expense                     (3,217,052)        (3,322,569)        (3,743,532)        (3,599,912)        (2,836,056)
                                   ------------       ------------       ------------       ------------       ------------
Income/(Loss) from continuing
operations before                    (5,260,651)        (2,766,439)           385,581        (12,365,866)        (6,717,759)
minority interests
Minority Interests                    1,665,805            797,107           (249,713)         3,975,339          2,100,658
                                   ------------       ------------       ------------       ------------       ------------
Net Loss                             (3,594,846)        (1,969,332)           135,868         (8,390,527)        (4,617,101)
Net Income/(Loss) per Limited
Partnership Unit                         (62.51)            (34.24)              2.36            (145.90)            (80.28)
Weighted Average Number of
Limited Partnership Units                56,935             56,935             56,935             56,935             56,935
Outstanding
BALANCE SHEET DATA:
Total Assets                         70,366,262         73,021,980         77,814,972         76,963,343         91,119,344
Accounts Payable to
Affiliates/Related Parties           32,690,227         21,114,583         19,157,847         18,335,570         10,202,585
Long term debt                       21,618,413         29,014,559         32,028,350         31,756,220         30,290,110
General Partner's Capital
(Deficit)                              (390,799)          (354,851)          (335,158)          (336,517)          (252,612)
Limited Partners' Capital            10,311,049         13,869,947         15,819,586         15,685,077         23,991,699
Minority Interests                    5,645,599          7,883,670          8,912,532          8,588,899         13,079,544
</TABLE>


                                       15











































<PAGE>   16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS


         2000 COMPARED TO 1999


         Revenues of the Partnership decreased $2,034,418 for the year ended
December 31, 2000, from $28,345,316 in 1999 to $26,310,898 in 2000. The decrease
is mainly due to the 6 per cent decrease in the twelve month average exchange
rate from $1.6148 in 1999 to $1.5187 in 2000. The South Herts System served
approximately 27,011 basic cable television customers and 33,945 residential
telephony lines at December 31, 2000, compared to 24,717 basic cable television
customers and 30,309 residential telephony lines at December 31, 1999.


         In sterling terms revenue has fallen by 1 per cent in the year ended
December 31, 2000 which reflects three factors. Firstly the decrease in the
basic access cable television package from L9.99 to L9.25 per month for analog.
Secondly the introduction of the basic access digital cable television package
which generated revenue of L10 per month and finally the reduction in the cost
of the full cable package which includes all premium channels from L60 to L48
per month.


         Operating expenses decreased $470,907 or 4.3% for the year ended
December 31, 2000 over the similar period in 1999 from $10,837,197 in 1999 to
$10,366,295 in 2000. This compares to a decrease of $948,486 or 8.0% for the
year ended December 31, 1999. The decrease in operating expenses is attributable
to the 6 per cent decrease in the twelve month average exchange rate from
$1.6148 in 1999 to $1.5187 in 2000.


         Selling, general and administrative expenses decreased $124,319 for the
year ended December 31, 2000 from $224,211 in 1999 to $99,892 in 2000.


         Management fees and allocated overhead from the General Partner
increased $2,681,070 for the year ended December 31, 2000 from $10,447,802 in
1999 to $13,128,873 in 2000. The increase in management fees and overhead was
due to NTL South Herts being attributed costs from the larger CWC Comms, which
incorporated CWC DataCo and CWC ConsumerCo in 1999, whereas in 2000 the costs
have been attributed from CWC ConsumerCo alone. NTL is now actively addressing
its cost base in the UK following completion of the Transaction on 30 May 2000,
which should lead to lower management fees and allocated overhead for NTL South
Herts in the short to medium term.


         Depreciation and amortization expense decreased $1,520,539 for the year
ended December 31, 2000 from $6,279,976 in 1999 to $4,759,437 in 2000. The
decrease is due to the $894,341 write down of analogue set top boxes to nil net
book value in the year ended December 31, 1999, no further write down was
required in the year ended December 31, 2000.


         Interest expense decreased $105,517 for the year ended December 31,
2000 from $3,322,569 in 1999 to $3,217,052 in 2000. The decrease was due to
repayments of the principal on the loan and a reduction in UK interest rates.


         Net cash outflow in the year was $273,189. The cash inflow from
operating activities was $13,271,928, which reflects the increase in accounts
payable to related parties of $13,512,616 in the year ended December 31, 2000.
The inflow was applied to investment in the roll out of digital services to
customers, which amounted to $8,036,361 in the year ended December 31, 2000. In
addition repayments of the principal on the loan amounted to $5,275,848in the
year ended December 31, 2000. Payments under finance leases during the year
amounted to $33,411 compared to $280,982 in 1999, reflecting the fact that all
finance leases have now been repaid.

                                       16
<PAGE>   17
         1999 COMPARED TO 1998


         Revenues of the Partnership decreased $50,704 for the year ended
December 31, 1999, over the similar period in 1998 from $28,396,020 in 1998 to
$28,345,316 in 1999. This increase is primarily the result of an increase in the
South Herts System's customer base. The South Herts System served approximately
24,717 basic cable television customers and 30,309 residential telephony lines
at December 31, 1999, compared to 23,067 basic cable television customers and
30,019 residential telephony lines at December 31, 1998.


         Operating expenses decreased $948,486 or 8.0% for the year ended
December 31, 1999 over the similar period in 1998 from $11,785,683 in 1998 to
$10,837,197 in 1999. This compares to a rise of $311,327 or 2.7% for the year
ended 31 December, 1998.


         Selling, general and administrative expenses decreased $4,119 for the
year ended December 31, 1999 from $228,330 in 1998 to $224,211 in 1999.


         Management fees and allocated overhead from the General Partner
increased $2,274,428 for the year ended December 31, 1999 from $8,173,374 in
1998 to $10,447,802 in 1999. This increase is due to Y2K costs and the
outsourcing of computer costs.


         Depreciation and amortization expense decreased $2,160,679 for the year
ended December 31, 1999 from $4,119,297 in 1998 to $6,279,976 in 1999. This was
due to an increase in capital expenditure in the year and a deflated charge in
1998 following the fair value adjustment in 1997.


         Interest income decreased $39,777 for the year ended December 31, 1999
from $39,777 in 1998 to $nil in 1999, due to no cash being held in interest
bearing accounts.


         Interest expense decreased $420,963 for the year ended December 31,
1999 from $3,743,532 in 1998 to $3,322,569 in 1999. The decrease was due to
repayments of the principal on the loan and a reduction in UK interest rates.


         Net cash inflow in the year was $196,852. Cash inflow of $6,016,647 was
from operating activities. The inflow was applied to investment in the cable
network and repayments of the principal of the loan. Payments under finance
leases fell from $894,989 in 1998 to $289,699 in 1999, reflecting the fact that
no new finance leases have been entered into.

                                       17
<PAGE>   18
LIQUIDITY AND CAPITAL RESOURCES


         THE PARTNERSHIP


         The Partnership's source of cash has been the net proceeds of its
offerings of limited partnership interests. Historically, the Partnership's
principal uses of cash have been capital contributions to NTL South Herts in
order to fund the Partnership's proportionate share of the construction costs of
the South Herts System. As discussed below, the General Partner believes that no
additional capital contributions will be required to fund the completion of
construction and operations of the South Herts System. Accordingly, in the
future, the Partnership's uses of cash will be restricted to covering its
administration costs (principally insurance premiums, legal and accounting costs
associated with the Partnership's annual audit and periodic regulatory filings
and general administration). As of December 31, 2000 the Partnership had current
liabilities of approximately $1,513,630 owing to NTL (CWC) group companies.
Accordingly, until such time as NTL South Herts begins to pay dividends on its
ordinary shares (which is not expected in the foreseeable future) the
Partnership will be required to fund its administrative expenses by additional
issuances of limited partnership interests or from borrowings. NTL has agreed to
provide ongoing financial support, as required, to enable NTL South Herts to
continue operations for the foreseeable future.


         NTL SOUTH HERTS


         On April 18, 1995, NTL South Herts entered into an agreement with two
major banks to provide a L25,000,000 revolving and term loan credit facility
agreement maturing on December 31, 2003 (the "South Herts Credit Agreement"). On
October 18, 1996, L5,000,000 was cancelled and the facility reduced to
L20,000,000.


         The obligations of NTL South Herts under the South Herts Credit
Agreement are secured by first fixed and floating charges over all of the assets
of NTL South Herts. In addition, there is a pledge of all of the share capital
of NTL South Herts given by BCM and the Partnership as additional security for
the facility. Drawdowns of L19.3 million have occurred under the South Herts
Credit Agreement since April 1995, partly to repay the temporary loans made to
NTL South Herts by BCM since November 1994. The amount outstanding under the
facility at December 31, 2000 was L14.5 million. The facility was repaid in full
on February 21, 2001.

         The net cash outflow in the year ended December 31, 2000 was $93,258.
The cash inflow from operating activities was $13,271,928, which reflects the
increase in accounts payable to related parties of $13,512,616 in the year ended
December 31, 2000. The inflow was applied to investment in the roll out of
digital services to customers, which amounted to $8,036,361 in the year ended
December 31, 2000. In addition repayments of the principal on the loan amounted
to $5,275,848in the year ended December 31, 2000. Payments under finance leases
during the year amounted to $33,411 compared to $280,982 in 1999, reflecting the
fact that all finance leases have now been repaid.


         INFLATION

         On average, inflation rates in the UK economy have been relatively low
over the past few years. Although long term inflation rates are difficult to
predict, the General Partner believes it has the flexibility in operations and
capital structure to maintain a competitive position.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                       18
<PAGE>   19
         The functional currency of NTL South Herts is UK pounds sterling and
all revenue and significantly all costs are incurred in UK pounds sterling. In
order to partially fund capital expenditure on the system, the company arranged
a credit facility denominated in UK pounds sterling. The balance outstanding on
the facility at December 31, 2000 was L14,475,000 ($21,618,413 at the closing
rate of L1 = $1.49). The loan bears interest at sterling LIBOR plus a margin
ranging from 0.75% to 2.0% depending on the bank debt ratio (the ratio of bank
debt to annualized operating cash flow) of NTL South Herts. At December 29,
2000, three month sterling LIBOR was 5.90%. The average interest rate during the
year was 8.19%.

         Repayment of the credit facility at December 31, 2000 fell due as
follows:


<TABLE>
<CAPTION>
                                           L                     $*
<S>                                    <C>                   <C>
         2001                           4,825,000             7,206,138
         2002                           4,825,000             7,206,138
         2003                           4,825,000             7,206,137
                                       ----------            ----------
                                       14,475,000            21,618,413
                                       ----------            ----------
</TABLE>

         * At closing rate L1 = $1.49


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

         Interest rate risk was managed in the year ended December 31, 2000 by
fixing the interest rate for a period to coincide with the management views on
likely interest rate movement. The facility was repaid in full with related
party funding from NTL on February 21, 2001 which eliminates all interest rate
risk to NTL South Herts.

                                       19















<PAGE>   20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

                        CONSOLIDATED FINANCIAL STATEMENTS

                        AS OF DECEMBER 31, 2000, AND 1999

            AND FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

                                      INDEX

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
Ernst &Young Independent Auditors' Report                                                    29

Arthur Andersen Independent Auditors' Report                                                 30

Consolidated Balance Sheets                                                                  31

Consolidated Statements of Operations and Consolidated Statement of Comprehensive Income     32

Consolidated Statements of Partners' Capital (Deficit)                                       33

Consolidated Statements of Cash Flows                                                        34

Notes to Consolidated Financial Statements                                                   35
</TABLE>

                                       20
<PAGE>   21
REPORT OF INDEPENDENT AUDITORS'


The Partners
South Hertfordshire United Kingdom Fund, Ltd.

         We have audited the accompanying consolidated balance sheet of South
Hertfordshire United Kingdom Fund, Ltd. (a Colorado limited partnership) and its
subsidiary as of December 31, 2000, and the related consolidated statement of
operations, comprehensive income/(loss), partners' capital (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the General Partner's management. Our responsibility is to express an opinion
on these financial statements based on our audit.


         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.


         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of South
Hertfordshire United Kingdom Fund, Ltd. and its subsidiary at December 31, 2000,
and the consolidated results of their operations and their consolidated cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States.



                                                                   ERNST & YOUNG
London, England
March  29, 2001


                                       21






<PAGE>   22
INDEPENDENT AUDITORS' REPORT


South Hertfordshire United Kingdom Fund, Ltd.

         We have audited the accompanying consolidated balance sheets of South
Hertfordshire United Kingdom Fund, Ltd. (a Colorado limited partnership) and its
subsidiary as of December 31, 1999, and the related consolidated statements of
operations, comprehensive income, partners' capital (deficit) and cash flows for
each of the two years in the period ended December 31, 1999. These financial
statements are the responsibility of the General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.


         We conducted our audit in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.


         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of South
Hertfordshire United Kingdom Fund, Ltd. and its subsidiary as of December 31,
1999, and the results of their operations and their cash flows for each of the
two years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles in the United States.



ARTHUR ANDERSEN
London, England
March 30, 2000


                                       22
<PAGE>   23
                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           December 31
ASSETS                                                               2000               1999
                                                                     ----               ----
<S>                                                              <C>                <C>
  Current Assets
  Cash and cash equivalents                                      $          0       $    273,189
  Prepaid expenses                                                          0             31,249
                                                                 ------------       ------------
  Total current assets                                                      0            304,438
  Investment in cable television and telecommunications
  properties
  (net of accumulated depreciation and amortization of
  $37,994,401 and $36,038,632 at December 31, 2000 and 1999
  respectively)                                                    70,066,182         72,337,664
  Other assets                                                        300,080            379,878
                                                                 ------------       ------------
  Total assets                                                   $ 70,366,262       $ 73,021,980
                                                                 ============       ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
  Current Liabilities
  Accounts payable to affiliates and related parties             $ 32,690,227       $ 21,114,583
  Accrued liabilities                                                 362,125            185,125
  Current instalments on loan facility                              7,206,138          5,615,721
  Short term obligations under capital leases                            --               35,563
                                                                 ------------       ------------
  Total current liabilities                                        40,258,490         26,950,992
  Long-term debt                                                   14,412,275         23,398,838
                                                                 ------------       ------------
  Total liabilities                                                54,670,765         50,349,830
                                                                 ------------       ------------

MINORITY INTERESTS                                                  5,645,599          7,883,670

PARTNERS' CAPITAL (DEFICIT)
  General Partner-
  Contributed capital                                                   1,000              1,000
  Accumulated deficit                                                (391,799)          (355,851)
                                                                 ------------       ------------
                                                                     (390,799)          (354,851)
                                                                 ------------       ------------
Limited Partners-
  Net contributed capital (56,935 units outstanding at
  December 31, 2000 and 1999 respectively)                         48,817,997         48,817,997
  Accumulated deficit                                             (38,506,948)       (34,948,050)
                                                                 ------------       ------------
                                                                   10,311,049         13,869,947
                                                                 ------------       ------------

  Accumulated comprehensive income                                    129,648          1,273,384
                                                                 ------------       ------------
  Total partners' capital                                          10,049,898         14,788,480
                                                                 ------------       ------------

TOTAL LIABILITIES AND PARTNER'S CAPITAL                          $ 70,366,262       $ 73,021,980
                                                                 ============       ============
</TABLE>

                             The accompanying notes
           are an integral part of these consolidated balance sheets.


                                       23
<PAGE>   24
                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                          Years ended December 31
                                                                 2000               1999               1998
                                                                 ----               ----               ----
<S>                                                          <C>                <C>                <C>
REVENUES                                                     $ 26,310,898       $ 28,345,316       $ 28,396,020

COSTS AND EXPENSES
Cost of revenue                                               (10,366,295)       (10,837,197)       (11,785,683)
Selling, general and administrative                               (99,892)          (224,211)          (228,330)
Management fees and allocated overhead from the General
Partner                                                       (13,128,873)       (10,447,802)        (8,173,374)
Depreciation and amortization                                  (4,759,437)        (6,279,976)        (4,119,297)
                                                             ------------       ------------       ------------
OPERATING INCOME/(LOSS)                                        (2,043,599)           556,130          4,089,336

OTHER INCOME (EXPENSE)
Interest income                                                      --                 --               39,777
Interest expense (interest payable to related parties          (3,217,052)        (3,322,569)        (3,743,532)
amounted to $1,075,982, $886,671 and $727,429 in 2000,
1999 and 1998, respectively)
                                                             ------------       ------------       ------------
INCOME/(LOSS) BEFORE MINORITY INTERESTS                        (5,260,651)        (2,766,439)           385,581
Minority interests                                              1,665,805            797,107           (249,713)
                                                             ------------       ------------       ------------
NET INCOME/(LOSS)                                              (3,594,846)        (1,969,332)           135,868
                                                             ============       ============       ============

ALLOCATION OF NET INCOME/(LOSS) (Note 1)
General Partner                                              $    (35,948)      $    (19,693)      $      1,359
Limited Partners                                             $ (3,558,898)      $ (1,949,639)      $    134,509
                                                             ------------       ------------       ------------
NET INCOME/(LOSS)                                            $ (3,594,846)      $ (1,969,332)      $    135,868
                                                             ============       ============       ============

NET INCOME/(LOSS) PER LIMITED
PARTNERSHIP UNIT                                             $     (62.51)      $     (34.24)      $       2.36
                                                             ============       ============       ============
WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS
OUTSTANDING                                                        56,935             56,935             56,935
                                                             ============       ============       ============
</TABLE>

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

<TABLE>
<CAPTION>
                                                          Years ended December 31
                                                 2000              1999              1998
                                                 ----              ----              ----
<S>                                           <C>               <C>               <C>
NET INCOME/LOSS:                              $(3,594,846)      $(1,969,332)      $   135,868
Foreign currency translation adjustments       (1,716,002)         (463,556)          147,877
                                              -----------       -----------       -----------
COMPREHENSIVE INCOME/(LOSS)                   $(5,310,848)      $(2,432,888)      $   283,745
                                              ===========       ===========       ===========
</TABLE>

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



                                       24
<PAGE>   25
                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

             CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
                                                          Years ended December 31,
                                                 2000               1999               1998
                                                 ----               ----               ----
<S>                                          <C>                <C>                <C>
GENERAL PARTNER:
Balance, beginning of year                   $   (354,851)      $   (335,158)      $   (336,517)
Net income/(loss) for year                        (35,948)           (19,693)             1,359
                                             ------------       ------------       ------------
Balance, end of year                         $   (390,799)      $   (354,851)      $   (335,158)
                                             ============       ============       ============

LIMITED PARTNERS:
Balance, beginning of year                   $ 13,869,947       $ 15,819,586       $ 15,685,077
Net income/(loss) for year                     (3,558,898)        (1,949,639)           134,509
                                             ------------       ------------       ------------
Balance, end of year                         $ 10,311,049       $ 13,869,947       $ 15,819,586
                                             ============       ============       ============

Accumulated comprehensive income/(loss)           129,648          1,273,384          1,736,940

Total partners' capital                      $ 10,049,898       $ 14,788,480       $ 17,221,368
                                             ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                                          Years ended December 31,
                                                 2000              1999              1998
                                                 ----              ----              ----
<S>                                          <C>               <C>               <C>
Accumulated comprehensive income/(loss)
Balance, beginning of year                   $ 1,273,384       $ 1,736,940       $ 1,589,062
Foreign currency translation adjustment       (1,143,736)         (463,556)          147,878
                                             -----------       -----------       -----------
Balance, end of year                         $   129,648       $ 1,273,384       $ 1,736,940
                                             ===========       ===========       ===========
</TABLE>

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




                                       25
<PAGE>   26
                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Years ended December 31,
                                                          2000               1999               1998
                                                          ----               ----               ----
<S>                                                   <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                     $ (3,594,846)      $ (1,969,332)      $    135,868
ADJUSTMENTS TO RECONCILE NET PROFIT/LOSS TO NET
CASH GENERATED BY OPERATING ACTIVITIES
Minority interests                                      (1,665,805)          (797,107)           249,713
Depreciation and amortization                            4,759,437          6,279,976          4,119,297

CHANGE IN OPERATING ASSETS AND LIABILITIES
Decrease/(increase) in other assets                         83,527             65,641            119,341
Increase in accounts payable to affiliates and
related parties                                         13,332,685          2,428,123            659,663
Increase in accrued liabilities                            177,000              9,346             47,910
                                                      ------------       ------------       ------------

NET CASH GENERATED BY OPERATING ACTIVITIES              13,091,998          6,016,647          5,331,792
                                                      ------------       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Construction payments for cable
television/telephony system                             (8,036,361)        (3,355,383)        (4,798,137)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase/(decrease) in loans                            (5,275,848)        (2,181,651)              --
Principal payments under capital leases                    (33,411)          (280,982)          (894,989)
                                                      ------------       ------------       ------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES                                              (5,309,259)        (2,462,633)          (894,989)
                                                      ------------       ------------       ------------
Increase/(decrease) in cash and cash equivalents
before exchange rate changes                              (253,622)           198,631           (361,334)

Effect of exchange rate changes on cash                    (19,567)            (1,779)             3,285
                                                      ------------       ------------       ------------
Net (Decrease)/Increase in cash and cash
equivalents                                               (273,189)           196,852           (358,049)

Cash and cash equivalents, beginning of  year              273,189             76,337            434,386
                                                      ------------       ------------       ------------

Cash and cash equivalents, end of year                           0            273,189             76,337
                                                      ============       ============       ============
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid                                         $  2,070,948       $  2,329,509       $  3,091,883
                                                      ============       ============       ============
</TABLE>

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



                                       26
<PAGE>   27
                  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
                             (A Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      ORGANIZATION AND PARTNERS' INTERESTS

         Formation and Business

         South Hertfordshire United Kingdom Fund, Ltd. (the "Partnership"), a
Colorado limited partnership, was formed on December 23, 1991, pursuant to a
public offering. The Partnership was formed to acquire, construct, develop, own
and operate cable television/telephony systems in the United Kingdom. Fawnspring
Limited, a UK corporation, is the general partner of the Partnership (the
"General Partner").


         The General Partner has complete and unrestricted authority to manage
the business, properties and activities of the Partnership. This includes the
ability to operate and maintain cable television and telephony properties, and
to purchase or lease property at the expense of the Partnership, the ability to
make on behalf of the Partnership all payments required of the Partnership for
all direct and indirect costs incurred in the conduct of its business, the
ability to borrow money in the name of the Partnership, and the obligation to
maintain accurate financial records and to prepare and file the reports required
under applicable regulations.


         Contributed Capital


         The capitalization of the Partnership is set forth in the accompanying
Consolidated Statements of Partners' Capital (Deficit). No existing partner is
obligated to make any additional contributions to partnership capital.


         The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.


         Profits, losses and distributions of the Partnership are currently
allocated 99 per cent to the limited partners and 1 per cent to the General
Partner until the limited partners have received distributions equal to 100 per
cent of their capital contributions plus an annual return thereon of 12 per
cent, cumulative and non-compounded. Thereafter, profits and distributions will
generally be allocated 75 per cent to the limited partners and 25 per cent to
the General Partner. Interest income earned prior to the formation of the
Partnership was allocated 100 per cent to the limited partners.


         The profits allocated to the limited partners and General Partner is
the net profit or loss rather than the comprehensive income. The net profit or
loss does not take account of any foreign currency translation adjustments as
these are unrealized. The net profit or loss per limited partner unit is
calculated after allocating 1 per cent of the net profit or loss to the General
Partner. In the year ended December 31, 2000 the loss per limited partner unit
amounted to $62.51.


         NTL (South Hertfordshire) Limited


         NTL (South Hertfordshire) Limited (formerly C&W Comms (South Herts)
Limited) ("NTL South Herts") is a United Kingdom corporation originally owned by
Jones Global Funds, Inc. (the previous general partner) and Jones Cable Group,
Ltd., an affiliate of the previous general partner. NTL South Herts is the
holder of a franchise to own and operate a cable television/telephony system in
the South Hertfordshire franchise area, located adjacent to the north-west
perimeter of Greater London, England (the "South Herts System").


         NTL South Herts is owned 66.7 percent by the Partnership and 33.3
percent by the General Partner, Fawnspring Ltd ("Fawnspring"), which itself is a
subsidiary of NTL (CWC) Ltd ("NTL (CWC)"). The General




                                       27
<PAGE>   28
Partner provides consulting services to the Partnership and may delegate some or
all of the consulting services to NTL (CWC) or to other affiliates.










                                       28
<PAGE>   29
(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         Principles of Consolidation


         The accompanying consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States. The consolidated financial statements include the accounts of the
Partnership and its subsidiary NTL South Herts. Intercompany transactions and
balances are eliminated in consolidation.


         Cash and Cash Equivalents


Cash and cash equivalents include cash on hand, amounts held in banks and highly
liquid investments purchased with an original maturity of three months or less.


         Currency Exchange Rates


         For financial reporting purposes assets and liabilities of the
Partnership's foreign subsidiary, are translated at year-end rates, and income
and expenses are translated at average exchange rates prevailing during the
period. Translation adjustments arising from differences in exchange rates from
period to period have been reported as other comprehensive income/(loss) in
partners' capital/(deficit) and in minority interests (for the portion
attributable to the minority shareholders).


         Foreign currency transactions arising from normal trading activities
are recorded in local currency at current exchange rates. Monetary assets and
liabilities denominated in foreign currencies at the year end are translated at
the year end exchange rate. Foreign currency gains and losses are credited or
charged to the statement of operations as they arise.


         Property, Plant and Equipment


         At December 31, 2000 and 1999, the investment in the cable television
and telecommunications properties was comprised of $67,077,364 and $69,012,669
of cable network and other electronic equipment, $2,315,422 and $2,264,222 of
freehold buildings, and $673,396 and $1,060,127 of office equipment and other
fixed assets respectively.


Depreciation is provided on property, plant and equipment at rates that are
intended to write off the cost of the assets over their estimated useful lives.
Effect is given to commercial and technical obsolescence. Depreciation is
provided on a straight line basis over 10-40 years for the cable network and
other electronic equipment, 40 years for buildings and 3-10 years for office and
other equipment. Depreciation of the capitalized construction costs begins from
the time of receiving the first revenues from subscribers.


         Turnover and Revenue Recognition


         Turnover, which excludes United Kingdom value added tax, represents the
amount receivable in respect of services provided to customers in each year and
is recognised as follows:


         Telephony        Revenue is recognized in respect of services provided
                          to customers as the service is used. At the end of
                          each quarter adjustments are recorded to defer revenue
                          with respect to services invoiced in advance and to
                          accrue for unbilled services.




                                       29
<PAGE>   30


         CATV             Revenue is recognized in respect of services provided
                          to customers as the service is used. At the end of
                          each quarter adjustments are recorded to defer revenue
                          with respect to services invoiced in advance and to
                          accrue for unbilled services.


         Rentals          Revenue is recognized in respect of line rentals and
                          rental equipment provided to customers on a straight
                          line basis over the term of the rental agreement. At
                          the end of each quarter adjustments are recorded to
                          defer revenue with respect to rentals invoiced in
                          advance and to accrue for unbilled rental income.


         Installations    Installation fees are recognized as revenue whenever
                          the cost of installations exceeds the installation
                          fee. Where the installation fee exceeds the cost of
                          installation, the installation fee is deferred and
                          recognized as revenue over the expected life of the
                          contract


         Advertising expense


         Advertising expenses are expensed as incurred. Advertising costs were
$1,472,866, $1,148,122 and $739,200 in 2000, 1999 and 1998, respectively.


         Current assets and liabilities


         Since the final quarter of 1997, the current assets and liabilities of
NTL South Herts have been managed by NTL (CWC). Books and records related to
accounts receivable, accounts payable and deferred revenue are maintained by NTL
(CWC) and the net balance payable by NTL South Herts to NTL (CWC) is disclosed
under accounts payable to affiliates and related parties in the accompanying
financial statements. Effective from June 2000, the bank accounts maintained by
NTL South Herts were closed and a bank account maintained by NTL (CWC) is used
for cash transactions. Accordingly the net result from cash transactions is also
included in accounts payable to affiliates and related parties.


         Use of Estimates


         The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
corresponding notes. Actual amounts could differ from such estimates.


 (3)     TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATED ENTITIES


         Consulting and Management Fees


         An affiliate of the General Partner is entitled to be paid a consulting
fee by NTL South Herts. During the construction phases of the South Herts
System, this consulting fee was 2 percent of construction costs. Since
completion of construction of each portion of the system, the consulting fee for
the completed portion has been 5 percent of the gross revenues, excluding
revenues from the sale of cable television/telephony systems. The consulting fee
is calculated and payable monthly. Consulting fees paid or payable by NTL South
Herts for the years ended December 31, 2000, 1999 and 1998 were $1,423,603,
$1,424,290 and $1,490,780 respectively. These amounts were expensed on the
Consolidated Statements of Operations each year.


         Distribution Ratios and Reimbursement



                                       30
<PAGE>   31
         Any Partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners and
1 percent to the General Partner. Any distributions other than interest income
on limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: 99 percent to the limited partners and 1 percent to the General
Partner until any negative balances in the limited partners' capital accounts
are reduced to zero; 100 percent to the General Partner until any negative
balance in its capital account is reduced to zero; 99 percent to the limited
partners and 1 percent to the General Partner until the balance in the limited
partners' capital accounts is equal to their adjusted capital contribution plus
a 12 percent return; 100 percent to the General Partner until the balance in its
capital account is equal to its adjusted capital contribution, and any remaining
income or gain shall be allocated 75 percent to the limited partners and 25
percent to the General Partner.


         The General Partner and its affiliates are entitled to reimbursement
from NTL South Herts for direct and indirect expenses allocable to the operation
of the South Herts System, and from the Partnership for direct and indirect
expenses allocable to the operation of the Partnership which include but are not
limited to, rent, supplies, telephone, travel, copying charges and salaries of
any full or part-time employees. The General Partner believes that the
methodology used in allocating these expenses is fair and reasonable. During the
years ended December 31, 2000, 1999 and 1998, reimbursement made by NTL South
Herts and the Partnership to the General Partner or its affiliates for any
allocable direct and indirect expenses totalled $11,705,270, $8,999,513 and
$6,682,595 respectively.


         The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by, the Partnership, although
they are not required to do so. The Partnership is charged interest on such
advances and deferred amounts at a rate equal to the General Partner's or
certain affiliates' weighted average cost of all debt financing from
unaffiliated entities. For the years ended December 31, 2000, 1999 and 1998,
interest on deferred fees of $978,761, $802,205 and $658,325 respectively was
charged by an affiliate of the General Partner, and interest on advances of
$97,221, $84,466 and $69,104 respectively was charged by the General Partner.


(4)      FINANCING


         NTL South Herts


         On April 18, 1995, NTL South Herts entered into an agreement with two
major banks to provide a L25,000,000 revolving and term loan credit facility
agreement maturing on December 31, 2003 (the "South Herts Credit Agreement"). On
October 18, 1996, L5,000,000 was cancelled and the facility reduced to
L20,000,000.


         The credit facility was structured as a revolving facility through
December 31, 1997, at which time the facility was converted into a term loan.
The facility is divided into two tranches, denoted Facility A and Facility B,
and the aggregate amount drawn down under both tranches may not exceed
L20,000,000. Amounts drawn down under Facility A bear interest at sterling LIBOR
plus a margin of 2.5%. The availability of Facility B of L20,000,000 is subject
to certain conditions which have been satisfied and amounts drawn down under
Facility B bear interest at sterling LIBOR plus a margin ranging from 0.75% to
2.0% depending on the bank debt ratio (the ratio of bank debt to annualized
operating cash flow) of NTL South Herts. At December 29, 2000, three month
sterling LIBOR was 5.90%.


         The South Herts Credit Agreement contains various covenants including
financial covenants such as a cumulative revenue test, bank debt ratio, interest
cover ratio, a fixed charges ratio and a pro-forma debt service ratio and other
covenants such as restrictions on disposals and on the creation of indebtedness
and encumbrances. The South Herts Credit Agreement also includes a restriction
on the payment of dividends which provides that dividends or distributions in
respect of its issued share capital and payments in respect of certain
intercompany loans may not be made prior to December 31, 1997. Such payments
will be permitted thereafter only if the bank debt ratio for the

                                       31
<PAGE>   32
previous two accounting quarters is less than 5.5:1 and no event of default or
potential event of default has occurred and is continuing at such time and the
payment of such dividend or distribution will not give rise to an event of
default or potential default.

         The South Herts Credit Agreement contains certain events of default
including non-payment of amounts due under the South Herts Credit Agreement,
breaches of representations and covenants (including financial ratios) contained
in the South Herts Credit Agreement, cross-default to certain other indebtedness
of NTL South Herts, certain bankruptcy and insolvency events and certain changes
of ownership.

         The obligations of NTL South Herts under the South Herts Credit
Agreement are secured by first fixed and floating charges over all of the assets
of NTL South Herts. In addition, there is a pledge of all of the share capital
of NTL South Herts given by NTL (CWC) and the Partnership as additional security
for the facility.

         The General Partner believes that the South Herts Credit Agreement will
be sufficient to fund the completion of construction and operation of the South
Herts system. The amount outstanding under the facility at December 31, 2000 was
L14,475,500 ($21,618,413) and this amount was all drawn under Facility B.


         Repayment of the credit facility at December 31, 2000 fell due as
follows:



<TABLE>
<CAPTION>
                                           $
<S>                                    <C>
         2001                           7,206,138
         2002                           7,206,138
         2003                           7,206,137
                                       ----------
                                       21,618,413
                                       ----------
</TABLE>


         The facility was repaid in full with funding from NTL on February 21,
2001. NTL has agreed to provide ongoing financial support, as required, to
enable NTL South Herts to continue its operations for the foreseeable future.


(5)      INCOME TAXES


         Income taxes have not been recorded in the accompanying consolidated
financial statements because net income and losses of the Partnership accrue
directly to the partners and the Partnership and its United Kingdom subsidiary,
NTL South Herts, have incurred net operating losses. The Partnership's tax
returns, the qualification of the Partnership as such for tax purposes, and the
amount of distributable Partnership income or loss are subject to examination by
Federal and state taxing authorities. If such examinations result in changes
with respect to the Partnership's qualification as such, or in changes with
respect to the Partnership's recorded income or loss, the tax liability of the
general and limited partners would likely be changed accordingly.


         United Kingdom profits (comprising income and gains) of NTL South Herts
will be subject to United Kingdom corporation tax. However corporations are able
to carry forward losses from operations to be offset against subsequent profits
for the same operations.


         Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of deferred tax liabilities and assets related to NTL South Herts are
as follows:

                                       32
<PAGE>   33
<TABLE>
<CAPTION>
                                               2000              1999
Deferred tax liabilities:                       $                 $
<S>                                         <C>               <C>
     Depreciation                           8,028,357         7,244,546
                                            ---------         ---------
Total deferred tax liabilities              8,028,357         7,244,546
                                            =========         =========
Deferred tax assets:
     Net operating loss carryforward       12,709,932         9,942,593
Valuation allowance                        (4,681,575)       (2,698,047)
                                            ---------         ---------
Net deferred tax assets                     8,028,357         7,244,546
                                            =========         =========
Net deferred tax liability                          0                 0
                                            =========         =========
</TABLE>

         At December 31, 2000 NTL South Herts has UK net operating loss carry
forwards of approximately $42,366,000. The UK net operating loss carry forwards
are available for utilization in future years and do not expire. Management has
established a valuation allowance for a portion of the net operating loss
carryforwards due to uncertainty regarding realizability.


(6)      OBLIGATIONS UNDER CAPITAL LEASES


<TABLE>
<CAPTION>
                                                         2000        1999
Minimum lease payments due:                               $           $
<S>                                                     <C>         <C>
Less than one year                                         --       39,604
1-2 years                                                  --           --
2-3 years                                                  --           --
3-4 years                                                  --           --
                                                        -----       ------
                                                           --       39,604
                                                        =====       ======

Less finance charges allocated to future periods           --       (4,041)
                                                        -----       ------
                                                           --       35,563
                                                        =====       ======

Due within one year                                        --       35,563
Due after more than one year                               --           --
                                                        -----       ------
                                                           --       35,563
                                                        =====       ======
</TABLE>

(7)      IMPACT OF NEW PRONOUNCEMENTS

         In June 1998 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities which was effective for fiscal years beginning after June
15, 2000. Given that there are no derivatives instruments, SFAS 133 is not
relevant to the fund or its subsidiary.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE


         At a meeting held in December 2000, the general partner of the
partnership approved the engagement of Ernst & Young as its independent auditor
for the fiscal year ending December 31, 2000 to replace the firm of Arthur
Andersen who resigned as auditors as a result of the acquisition of CWC
ConsumerCo by NTL.

                                       33
<PAGE>   34
         The report of Arthur Andersen on the Partnership's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.



         In connection with the audit of the Partnership's financial statements
for each of the two fiscal years ended December 31, 1999 and in its subsequent
interim period, there were no disagreements with Arthur Andersen on any matters
of accounting principles or practices, financial statement disclosure, auditing
scope and procedures which, if not resolved to the satisfaction of Arthur
Andersen, would have caused Arthur Andersen to make reference to the matter in
their report.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Partnership itself has no officers or directors. Certain
information concerning directors and executive officers of the General Partner
is set forth below.


<TABLE>
<CAPTION>
         Name                     Age      Positions with the General Partner
         ----                     ---      ----------------------------------
<S>                               <C>      <C>
         Stephen Carter           36       Director


         Stuart Ross              44       Director


         Bryony Dew               32       Director


         Robert Mackenzie         39       Director and Company Secretary
</TABLE>

STEPHEN CARTER has been a Director of the General Partner since 1 December 2000.
He joined NTL as Chief Operating Officer designate on 14 November 2000 and
became Managing Director and Chief Operating Officer on 28 November 2000. Prior
to joining NTL he worked for J Walter Thompson and was responsible for advising
a wide range of blue-chip clients including Shell, Unilever, Merrill Lynch and
NTL. He graduated in law from Aberdeen University and from the Harvard Business
School Advanced Management Program.


STUART ROSS has been a Director of the General Partner since 1 November 2000. He
joined NTL in October 2000 and is the UK Finance Director. Prior to joining NTL
he was the Finance Director of British Gas Trading, the gas supply business of
Centrica. He graduated in law from the London School of Economics and qualified
as a Chartered Accountant with Arthur Andersen.


BRYONY DEW has been a Director of the General Partner since 30 May 2000. She
joined NTL in September 1998 and is the Senior Legal Adviser on property and
infrastructure matters. Prior to joining NTL she worked for Ashurst Morris Crisp
where she specialised in property.


ROBERT MACKENZIE has been a Director of the General Partner since 30 May 2000.
He joined International CableTel in 1993, which was subsequently acquired by NTL
and is now the Group Legal Director. Prior to joining NTL he worked for Theodore
Goddard as a Solicitor in the corporate finance department between 1988 and
1993. He graduated in law from King's College, University of London.

                                       34
<PAGE>   35
                                    PART III


ITEM 11. EXECUTIVE COMPENSATION


         The Partnership has no employees; however, various personnel are
required to operate the South Herts System. Personnel are employed by NTL (CWC)
and its affiliates and, pursuant to the terms of the Partnership's limited
partnership agreement, the cost of such employment is charged by NTL (CWC) and
its affiliates to the Partnership as a direct reimbursement item. See Item 13.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         No person or entity owns more than 5 percent of the limited partnership
interests in the Partnership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         The General Partner and its affiliates engage in certain transactions
with the Partnership as contemplated by the limited partnership agreement of the
Partnership and as disclosed in the prospectuses for the Partnership's public
offerings. The General Partner believes that the terms of such transactions,
which are set forth in the Partnership's limited partnership agreement, are
generally as favourable as could be obtained by the Partnership from
unaffiliated parties. This determination has been made by the General Partner in
good faith, but none of the terms were or will be negotiated at arm's-length and
there can be no assurance that the terms of such transactions have been or will
be as favourable as those that could have been obtained by the Partnership from
unaffiliated parties.


         An affiliate of the General Partner is entitled to be paid a consulting
fee by NTL South Herts. During the construction phases of the cable
television/telephony system, this consulting fee was 2 percent of construction
costs. After completion of construction of each portion of the system, the
consulting fee for the completed portion is 5 percent of gross revenues,
excluding revenues from the sale of cable television/telephony systems.
Consulting fees paid or payable by the Partnership for the year ended December
31, 2000 totalled $1,423,603.


         The General Partner and its affiliates are entitled to reimbursement
from NTL South Herts for direct and indirect expenses allocable to the operation
of the South Herts System and from the Partnership for direct and indirect
expenses allocable to the operation of the Partnership, which include but are
not limited to rent, supplies, telephone, travel, copying charges and salaries
of any full or part time employees.


         The General Partner and its affiliates may make advances to, and defer
collection of fees and allocated expenses owed by, the Partnership, although
they are not required to do so. The Partnership will be charged interest on such
advances and deferred amounts. Interest charges incurred by the Partnership for
the year ended December 31, 2000 amounted to $97,221.

                                       35
<PAGE>   36
                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


         (a)      (1) Financial Statements


                  See index to financial statements at page 28 for the list of
                  financial statements.


                  (2)      Financial Statement Schedule


                           None


                  (3)      Exhibits


                           None


         (b)      Reports on Form 8-K


                  The Partnership has not filed a report on Form 8-K during the
         last fiscal quarter of the period for which this Form 10-K is filed.

                                       36
<PAGE>   37
SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                         SOUTH HERTFORDSHIRE UNITED
                                         KINGDOM FUND, LTD.
                                         a Colorado limited partnership

                                         By: Fawnspring Limited,
                                         its General Partner




                                         By: /s/ Robert Mackenzie
                                            ---------------------------
                                         Robert Mackenzie
                                         Director of Fawnspring Limited
                                         Date: 29 March 2001


                                       37