**Exhibit 32.1**

 

**Certification of CEO and CFO Pursuant to**

**18 U.S.C. Section 1350,**

**as Adopted Pursuant to**

**Section 906 of the Sarbanes-Oxley Act of 2002**

 

In connectionwith the Annual Report on Form 10-K of South Hertfordshire United Kingdom Fund,Ltd. (the “Partnership”) for the year ended December 31, 2004 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), RobertMackenzie, as a director for ntl Directors Limited, the Corporate Director of NTLFawnspring Limited, the general partner of the Partnership, and Robert Gale, asa director for ntl Directors Limited, the Corporate Director of NTL FawnspringLimited, the general partner of the Partnership, each hereby certifies,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, to the best of his knowledge, that:

 

(1)       TheReport fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and

 

(2)       Theinformation contained in the Report fairly presents, in all material respects,the financial condition and results of operations of the Partnership.

 
| /s/  ROBERT MACKENZIE |                                                                   |
|----------------------------|------------------------------------------------------------------------|
| Name:                      | Robert  Mackenzie                                                      |
| Title:                     | Director of  ntl Directors Limited                                     |
|                       | Corporate  Director of NTL Fawnspring Limited,                         |
|                       | the General  Partner of South Hertfordshire United Kingdom Fund, Ltd.* |
| Date:                      | March 31,  2005                                                        |
|                       |                                                                   |
| /s/ ROBERT  GALE           |                                                                   |
| Name:                      | Robert Gale                                                            |
| Title:                     | Director of  ntl Directors limited                                     |
|                       | Corporate  Director of NTL Fawnspring Limited,                         |
|                       | the General  Partner of South Hertfordshire United Kingdom Fund, Ltd.* |
| Date:                      | March 31,  2005                                                        |
|                            |                                                                        |  |

 

A signedoriginal of this written statement required by Section 906 of theSarbanes-Oxley Act of 2002 has been provided to the Partnership and will beretained by the Partnership and furnished to the Securities and ExchangeCommission or its staff upon request.

 

Thiscertification accompanies the Report pursuant to Section 906 of theSarbanes-Oxley Act of 2002 and shall not, except to the extent required by theSarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes ofSection 18 of the Securities Exchange Act of 1934.

 

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*            ThePartnership has no Chief Executive Officer or Chief Financial Officer. RobertMackenzie and Robert Gale are directors of ntl Directors Limited, which is a corporatedirector of NTL Fawnspring Limited, the general partner of the Partnership.

 

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