Mail Stop 3561

      							July 11, 2005


Mr. Robert Mackenzie
Director of ntl Directors Limited
South Hertfordshire United Kingdom Fund, Ltd.
Ntl House, Bartley Wood Business Park, Hook,
Hampshire, RG27 9UP, England

	Re:	South Hertfordshire United Kingdom Fund, Ltd.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005

		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 0-19889

Dear Mr. Mackenzie:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for Fiscal Year Ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition,
page 24

Results of Operations, page 28

1. We note your disclosure that you record a charge for minority
interest in NTL (South Hertfordshire) Limited when the assets of
NTL
(South Hertfordshire) Limited exceed its liabilities.  Clarify
this
statement for us and tell us your basis in the accounting
literature
for charging none of the losses of NTL (South Hertfordshire)
Limited
to the minority shareholder until the quarter ended December 31,
2004.  In addition, tell us why you began charging minority
interest
in the final quarter of 2004.  Please provide us with your
calculation of how you determined the amounts of minority interest
to
record in the statement of operations and the balance sheet.
Please
refer to all applicable accounting literature.

Note 1 - Organization and Partners` Interests, page F-8

2. Describe for us how you applied the guidance in FIN 46(R) in
determining that it is appropriate to consolidate NTL (South
Hertfordshire) Limited.


*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Melissa Hauber, Staff Accountant, at (202)
551-
3368 or Robert S. Littlepage, Jr., Accountant Branch Chief, at
(202)
551-3361 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,



								Larry Spirgel
								Assistant Director



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Mr. Robert Mackenzie
South Hertfordshire United Kingdom Fund, Ltd.
July 11, 2005
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