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): ~~September 16~~October 28, 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, including 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)

o 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 58.0201. ~~Departure~~ Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnAs ~~September~~previously disclosed in our Forms 10-Q, as filed with the Securities and Exchange Commission, on May 16, 2011 and August 15, ~~Robert~~2011, ~~Mackenzie~~a ~~notified~~lawsuit asserting derivative claims on behalf of South Hertfordshire United Kingdom Fund, Ltd. (“the Partnership”) ofwas ~~his~~filed ~~intention~~in tothe ~~resign~~Supreme asCourt ~~secretary~~of ~~and~~the ~~director~~State of New York, County of New York, against Virgin Media Inc., ntl (B) Limited and ntl Fawnspring Limited, the general partner (“the General Partner”) of the Partnership,. toThe becomplaint ~~effective~~generally onasserts that the ~~same~~General ~~day~~Partner, Virgin Media Inc., ~~There~~and ~~were~~ntl no(B) ~~disagreements~~Limited ~~between~~have ~~himself~~breached ~~and~~their ~~the~~fiduciary ~~Partnership~~duties and/or aided and abetted such breach in pursuing the ~~board~~sale of ~~directors~~the Partnership's sole asset (i.e., 66.7% of the ~~General~~shares ~~Partner~~of ~~regarding~~ntl (South Hertfordshire) Limited (“NTL South Herts”)) in a transaction approved by the unitholders of the Partnership's ~~operations,~~(“Asset ~~policies~~Sale”) orat ~~practices~~a price that allegedly undervalues NTL South Herts.

ToOn ~~fill~~October 28, 2011, the ~~vacancy~~parties ~~resulting~~presented ~~from~~to ~~Mr.~~the ~~Mackenzie's~~court ~~resignation~~a settlement agreement, ~~Joanne~~subject ~~Tillbrook~~to ~~was~~court ~~appointed~~approval, tounder ~~serve~~which asthe aPartnership ~~director~~would ofbe ~~the~~paid ~~General~~an ~~Partner~~additional of$1.25 million (the ~~Partnership,~~“Settlement ~~effective~~Amount”) ~~September~~for ~~16,~~the ~~2011.~~Asset MsSale. ~~Tillbrook,~~Except ~~41,~~for issuch ~~presently~~fees ~~Senior~~and ~~Counsel~~expenses ofas ~~Virgin~~the ~~Media~~court ~~Limited~~may ~~and~~award ~~has~~to ~~been~~plaintiff's ~~employed~~counsel, aswhich is proposed to be a ~~member~~maximum of ~~its~~30% ~~legal~~of ~~department~~the orSettlement ~~the~~Amount ~~legal~~($375,000), ~~department~~the ofproceeds ~~predecessors~~would ~~companies~~be ~~since~~used ~~1999.~~solely ~~Virgin~~for ~~Media~~the ~~Limited~~benefit isof the ~~parent~~unitholders of the ~~General Partner~~Partnership. ~~There~~The ~~are~~court nohas ~~arrangements~~scheduled ora ~~understandings~~final ~~between~~hearing ~~Ms.~~for ~~Tillbrook~~January ~~and~~17, ~~any~~2012 ~~other~~to ~~persons~~review ~~pursuant~~and toapprove ~~which~~the ~~she~~settlement, ~~was~~and ~~selected~~unit asholders will receive a ~~director.~~separate ~~There~~notice ~~are~~by nomail ~~relationships~~describing ~~between~~the Mssettlement in greater detail. ~~Tillbrook~~A ~~and~~copy of the ~~General~~form ~~Partner~~of or the ~~Partnership~~notice, ~~that~~as ~~require~~approved ~~disclosure~~by ~~pursuant~~the tocourt, ~~Item~~is ~~404(a)~~attached ofas ~~Regulation~~Exhibit 99.1 ~~S-K~~and incorporated herein by reference.

~~Ms.~~Item Tillbrook will be entitled to indemnification by the Partnership pursuant to, and subject to the terms of, the Limited Partnership Agreement of the Partnership for actions associated with being a director of the General Partner, and by Virgin Media Inc9.01. Financial ~~pursuant~~Statements ~~to,~~ and ~~subject to the terms of, its by-laws~~Exhibits.

(d) Exhibits.



Exhibit		Description
99.1		Form of Notice of Litigation Settlement

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: October 21, 2011	SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
Date: November 3, 2011	SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD.
		By: NTL FAWNSPRING LIMITED, its General Partner
		By:	/s/ Joanne Tillbrook
		Name:		Joanne Tillbrook
		Title:		Director

EXHIBIT INDEX



Exhibit		Description
99.1		Form of Notice of Litigation Settlement

Filing Compare · SOUTH HERTFORDSHIRE UNITED KINGDOM FUND LTD