South Hertfordshire
                                                   United Kingdom Fund, Ltd.
                                                                   ntl House
                                                                Bartley Wood
                                                               Business Park
                                                                        Hook
                                                                   Hampshire
                                                                    RG27 9UP
                                                              United Kingdom



BY FACSIMILE (202) 772-9205 AND EDGAR

Mr Larry Spirgel
Assistant Director, Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549


July 18, 2005


RE:  SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD
     FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
     FILED MARCH 31, 2005

     FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2005
     FILED MAY 13, 2005

     FILE NO 0-19889

Dear Mr Spirgel

Set forth below are the responses of South Hertfordshire United Kingdom
Fund, Ltd ("UK Fund") to the comments received from the Staff of the
Securities and Exchange Commission in a letter dated July 11, 2005. The UK
Fund owns 66.67% of the issued share capital of NTL (South Hertfordshire)
Limited, or NTL South Herts, a United Kingdom corporation.

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
- ------------------------------



STAFF COMMENT:

     "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."

RESPONSE

     Prior to the quarter ended  December 31, 2004, the losses of NTL South
Herts applicable to the minority interest exceeded the minority interest in
the equity  capital  of NTL South  Herts.  In  accordance  with  Accounting
Research  Bulletin  51, or ARB 51,  paragraph  15,  such excess and further
losses  applicable to the minority  interest have been charged  against the
majority  interest,  as there is no obligation of the minority  interest to
make good  such  losses.  In the final  quarter  of 2004,  NTL South  Herts
generated  earnings such that the majority  interest was fully  credited to
the extent of minority interest losses previously absorbed.

     We provide below a summary  calculation  of the minority  interest for
the year ended December 31, 2004:

          Net income of NTL South Herts                    (pound)1,621,986

          Minority interest at 33.33%                        (pound)540,662
          Less: minority interest losses previously
                  absorbed by majority interest                    (488,879)
          Minority interest                                   (pound)51,783

          Minority interest reported (exchange
                 rate of $1.8326)                                   $94,898


NOTE 1 - ORGANIZATION AND PARTNERS' INTERESTS, PAGE F-8
- -------------------------------------------------------

STAFF COMMENT:

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

RESPONSE:

     The UK Fund has  determined  that NTL  South  Herts is not a  variable
interest  entity since the  conditions  in FIN 46(R),  paragraph 5, are not
present.

  a) The total equity investment at risk was sufficient to permit NTL South
     Herts  to  finance  its  activities  without  additional  subordinated
     financial  support.  The total equity  investment at risk in NTL South
     Herts amounted to $70.8 million at December 31, 2004.



  b) The UK Fund's equity investment at risk has the  characteristics  of a
     controlling  financial interest,  including the ability through voting
     rights  to make  decisions  about  NTL South  Herts'  activities,  the
     obligation  to absorb  the  expected  losses  and the right to receive
     expected  residual  returns  of NTL South  Herts  through  its  66.67%
     majority voting interest.

  c) The UK Fund's voting rights are  proportional  to the  obligations  to
     absorb the  expected  losses and the  rights to receive  the  expected
     residual returns of NTL South Herts,  and NTL South Herts'  activities
     are not conducted on behalf of an investor that has disproportionately
     few voting rights.

     The UK  Fund  has  consolidated  the  results  of  operations  and the
financial position of NTL South Herts because of its controlling  financial
interest  in  accordance  with  ARB 51,  paragraph  3.  The UK Fund  owns a
majority voting interest  representing 66.67% of the voting interest in NTL
South Herts.

                                   * * *

     The UK Fund acknowledges that (i) it has full  responsibility  for the
adequacy and accuracy of the  disclosure in the  above-referenced  filings;
(ii) 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 (iii) the UK Fund 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.

     If the Staff has any additional comments or questions, please call the
undersigned at +44 125 675-2157 or email at robert.mackenzie@ntl.com. Thank
you.


Sincerely,


/s/ Robert M Mackenzie


Robert M Mackenzie
Director
For and on behalf of ntl Directors Limited
Corporate director of ntl Fawnspring Limited
For and on behalf of South Hertfordshire UK Fund Ltd