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 1, 2002

                                United Pan-Europe
                               Communications N.V.
             (Exact name of registrant as specified in its charter)

                                 The Netherlands
                 (State or Other Jurisdiction of Incorporation)

                                    000-25365
                            (Commission File Number)

                                   98-0191997
                     (I.R.S. Employer Identification Number)

                                Boeing Avenue 53
                             1119 PE, Schiphol Rijk
                                 The Netherlands
              (Address and zip code of principal executive offices)

                                (31) 20-778-9840
              (Registrant's telephone number, including area code)


<PAGE>
Item 5.  Other Events

         On  February  1,  2002,  United  Pan-Europe  Communications  N.V.  (the
"Company") issued a press release announcing (i) that it had signed a Memorandum
of   Understanding,   dated  as  of  February  1,  2002  (the   "Memorandum   of
Understanding"), by and among the Company, UnitedGlobalCom,  Inc., a corporation
organized  under the laws of the State of Delaware  ("UGC"),  and UGC  Holdings,
Inc., a  corporation  organized  under the State of Delaware and a subsidiary of
UGC ("UGC  Holdings")  and (ii) an  update  on  previous  market  guidance.  The
Memorandum  of  Understanding  relates to the  agreement in principle  among the
Company and its indirect parent companies, UGC and UGC Holdings, to effectuate a
series of transactions,  which, if consummated,  would result in a restructuring
of the outstanding  debt  obligations of the Company and its  subsidiaries and a
significant reduction in the outstanding debt obligations of the Company and its
subsidiaries.  In  connection  with  the  proposed  recapitalization,  UPC  also
announced that it did not intend to make the interest payment of EUR 113 million
due  today on  certain  of its  outstanding  Notes.  The full  text of the press
release is attached as Exhibit 99.1 hereto.  The Memorandum of  Understanding is
attached as Exhibit 99.2 hereto.

         In a  separate  transaction,  the  Company  has  amended  certain  swap
agreements  with one of its banks.  The swap  agreements  were  entered  into in
connection  with the issuance of certain of the Company's  notes,  as more fully
described in Item 7A of the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 2000. The swap agreements  were subject to early  termination
upon the occurrence of certain  events.  The amendment  provides that the bank's
obligations  to the Company under the swap  agreements  have been  substantially
fixed  and the  agreements  will be  unwound  on or prior to July 30,  2002.  In
settlement of the bank's  obligations  to the Company,  the bank will deliver to
the Company approximately EUR 400 million,  subject to adjustment in the case of
certain circumstances,  in aggregate principle amount of the Senior Notes of the
Company described above held by that bank.

         If the Company determines to make the interest payment due today on its
Notes  prior to the  expiration  of the grace  period on March  3rd,  2002,  the
Company has  sufficient  dollar  deposits to make that  portion of the  interest
payment denominated in dollars.

Item 7.  Exhibits

         Exhibit Number       Description

         99.1                 Press Release dated February 1, 2002.

         99.2                 Memorandum of Understanding,  dated as of February
                              1,   2002,   by  and   among   United   Pan-Europe
                              Communications N.V., UnitedGlobalCom, Inc. and UGC
                              Holdings, Inc.
<PAGE>
                                   SIGNATURES

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



                                     UNITED PAN-EUROPE COMMUNICATIONS N.V.



                                     By:/s/ Anton A.M. Tuijten
                                        ---------------------------------
                                        Name:  Anton A.M. Tuijten
                                        Title: Senior Vice President
                                               and General Counsel



Dated: February 1, 2002