UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2011

South Hertfordshire United Kingdom Fund, Ltd.

(Exact name of Registrant as specified in its charter)

Colorado		File No. 000-19889		84-1145140
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Media House, Bartley Wood Business Park, Hook,
Hampshire,
RG27 9UP, England

(Address of principal executive offices)

N/A

(Zip Code)

Registrant’s Telephone Number, including Area Code: + 44 1256 75 2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 17, 2011, South Hertfordshire United Kingdom Fund, Ltd. issued a letter to unitholders regarding (i) the proposed sale of its shares of ntl (South Hertfordshire) Limited and (ii) an unsolicited mini-tender offer by MacKenzie Patterson Fuller, LP and certain of its affiliates. A copy of the letter to unitholders is included as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Letter to Unitholders dated February 17, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2011	SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.

		By:	NTL FAWNSPRING LIMITED, its General Partner

		By:	/s/ Robert Mackenzie
		Name:	Robert Mackenzie
		Title:	Director

EXHIBIT INDEX

Exhibit		Description
99.1		Letter to Unitholders dated February 17, 2011

SOUTH HERTFORDSHIRE UNITED KINGDOM FUND LTD 8-K