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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K/A

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): DECEMBER 7, 2001


       UPC POLSKA, INC.                                 UNITED PAN-EUROPE
----------------------------                           COMMUNICATIONS N.V.
(Exact name of registrant                        -------------------------------
as specified in its charter)                     (Exact name of registrant as
                                                   specified in its charter)

          Delaware                                       The Netherlands
-----------------------------                     ------------------------------
(State or Other Jurisdiction                       (State or Other Jurisdiction
     of Incorporation)                                  of Incorporation)

         000-22877                                          000-25365
-----------------------------                     ------------------------------
  (Commission File Number)                           (Commission File Number)

         06-148715                                         98-0191997
-----------------------------                     ------------------------------
      (I.R.S. Employer                                  (I.R.S. Employer
    Identification Number)                             Identification Number)


4643 Ulster Street, Suite 1300,                            Boeing Avenue 53
   Denver, Colorado 80237                              1119 PE, Schiphol Rijk
-----------------------------                              The Netherlands
  (Address and zip code of                        ------------------------------
 principal executive offices)                        (Address and zip code of
                                                    principal executive offices)


       (303) 770-4001                                     (31) 20-778-9840
-----------------------------                      -----------------------------
(Registrant's telephone number,                  (Registrant's telephone number,
     including area code)                              including area code)



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


                                      -1-
<PAGE>

ITEM 2. ACQUISITIION OR DISPOSITION OF ASSETS

As reported on Current Report on Form 8-K, filed on December 21, 2001, on August
10, 2001, United Pan-Europe Communications N.V. (UPC), the parent company of UPC
Polska, Inc. (the Company),  and Canal+ Group (Canal+),  the television and film
division  of  Vivendi  Universal  S.A.,  announced  the  signing  of  definitive
agreements  to merge their  respective  Polish  direct-to-home  (DTH)  satellite
television  platforms,  as well as the Canal+ Polska premium channel,  to form a
common Polish DTH platform.  The  transactions  contemplated  by such agreements
were consummated on December 7, 2001. Pursuant to Item 7(a)(4) of Form 8-K, this
Form 8-K/A amends the Current  Report filed on Form 8-K on December 21, 2001, to
include the pro forma finacial information required by Item 7(b) of Form 8-K. As
part of the  transactions,  the Company,  through its affiliate Polska Telewizja
Cyfrowa TV Sp. z o.o.  (PTC),  contributed  its Polish  and United  Kingdom  DTH
assets  to  Telewizyjna   Korporacja   Partycypacyjna  S.A.  (TKP),  the  Polish
subsidiary of Canal+, and agreed to fund 30.0 million euros (approximately $27.7
million as at December 7, 2001) in the form of a  shareholder  loan to TKP.  The
Company  received  150.0  million  euros  (approximately  $138.8  million  as of
December 7, 2001) in cash and PTC received a 25% ownership  interest in TKP upon
completion of certain Polish legal  formalities in connection  with the issuance
of new TKP shares. Through a contractual arrangement,  the Canal+ Polska premium
channel will be available on the Company's cable network.


                                      -2-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(b) Pro forma financial information

The following unaudited pro forma condensed  consolidated  financial statements,
which reflect the consolidated  financial  position of the Company assuming that
the  disposition  of the  Company's  Polish  and United  Kingdom  DTH assets had
occurred on September 30, 2001,  and the  consolidated  results of operations of
the Company assuming that the disposition had occurred as of January 1, 2001 and
January 1, 2000, respectively, are filed with this report:

Pro forma  Unaudited  Condensed  Consolidated  Balance Sheet as of September 30,
2001,
Pro forma Unaudited Condensed  Consolidated Statement of Operations for the nine
months ended September 30, 2001,
Pro forma Unaudited Condensed  Consolidated Statement of Operations for the Year
ended December 31, 2000,
Notes to Pro forma Unaudited Condensed Consolidated Financial Statements.

The  following  unaudited  pro  forma  financial  information  should be read in
conjunction with the  consolidated  financial  statements and related  footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, and Quarterly  Report on Form 10-Q for the quarter ended September 30,
2001. The following pro forma information is presented for illustrative purposes
only and is not necessarily  indicative of future operating results or financial
position.



                                      -3-
<PAGE>
                                UPC POLSKA, INC.
          PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS
                              OF SEPTEMBER 30, 2001
                                     ASSETS


<TABLE>
<CAPTION>
                                                                                         Pro forma
                                                    Historical      Disposition          adjustment       Pro forma
                                                    ----------      -----------          ----------       ---------
                                                                               (in thousands)
<S>                                                 <C>             <C>                  <C>              <C>
Current assets:
    Cash and cash equivalents                       $    9,922      $  (31,930)a,d       $  137,400  d    $ 115,392
    Trade accounts receivable, net                      10,919          (3,710)a                  -           7,209
    Programming and broadcast rights                     4,364               -               (4,364) b            -
    VAT recoverable                                      1,001            (416)a                  -             585
    Prepayments                                          4,760          (3,822)a                  -             938
    Due from UPC affiliates                             28,879          (8,340)a                  -          20,539
    Other current assets                                   989         138,907 a           (129,561) d       10,335
                                                    ----------      -----------          -----------      ----------
      Total current assets                              60,834          90,689                3,475         154,998
                                                    ----------      -----------          -----------      ----------
Property, plant and equipment:
    Cable television systems assets                    156,619               -                    -         156,619
      DTH, transmission and production equipment       149,732        (149,732)a  -               -               -
    Construction in progress                             3,961               -                  104  c        4,065
    Vehicles                                             2,340          (1,309)a                 93  c        1,124
    Other                                               27,457         (15,514)a             10,086  c       22,029
                                                    ----------      -----------          -----------      ----------
                                                       340,109        (166,555)              10,283         183,837
    Less accumulated depreciation                     (101,612)         57,410 a                  -         (44,202)
                                                    ----------      -----------          -----------      ----------
      Net property, plant and equipment                238,497        (109,145)              10,283         139,635

Inventories for construction                             5,145            (112)a                  -           5,033
Intangibles, net                                       821,131        (467,118)a,d            1,033  c      355,046
Investments in affiliated companies                     14,622          59,540 a                  -          74,162
                                                    ----------      -----------          -----------      ----------

      Total assets                                  $1,140,229      $ (426,141)          $   14,791       $ 728,874
                                                    ==========      ===========          ===========      ==========

See accompanying notes to pro forma unaudited condensed  consolidated  financial
information.


                                      -3-
</TABLE>
<PAGE>
                                UPC POLSKA, INC.
          PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS
                       OF SEPTEMBER 30, 2001 (CONTINUED)
                      LIABILITIES AND STOCKHOLDER'S EQUITY


<TABLE>
<CAPTION>
                                                                                         Pro forma
                                                    Historical      Disposition          adjustment       Pro forma
                                                    ----------      -----------          ----------       ---------
                                                                               (in thousands)
<S>                                                 <C>             <C>                  <C>              <C>
Current liabilities:
   Accounts payable and accrued expenses            $   54,267      $  (16,567) a        $   31,762 b,c   $  69,462
   Due to UPC                                            7,978            (169) a                 -           7,809
   Accrued interest                                        595               -                    -             595
   Deferred revenue                                      6,257          (3,756) a                 -           2,501
                                                    ----------      -----------          -----------      ----------
      Total current liabilities                         69,097         (20,492)              31,762          80,367

                                                    ----------      -----------          -----------      ----------
Long-term liabilities:
   Notes payable and accrued interest to UPC           442,033            (111) a              (321) b      441,601
   Notes payable                                       408,459               -                   -          408,459
   Other long term liabilities                             951            (951) a                -                -
                                                    ----------      -----------          -----------      ----------
      Total liabilities                                920,540         (21,554)              31,441         930,427
                                                    ----------      -----------          -----------      ----------


Commitments and contingencies (note 9)

Stockholder's equity:
   Common stock, $.01 par value; 1,000 shares
       authorized, shares issued and outstanding
       1,000 as of September 30, 2001
       and December 31, 2000                                 -               -                   -                -

   Paid-in capital                                     911,562               -                   -          911,562
   Accumulated other comprehensive loss                (83,049)         44,619  a                -          (38,430)
   Accumulated deficit                                (608,824)       (449,211) a,d       ( 16,650) b,c  (1,074,685)
                                                    ----------      -----------          -----------      ----------
         Total stockholder's equity                    219,689        (404,592)           ( 16,650)        (201,553)
                                                    ----------      -----------          -----------      ----------

         Total liabilities and
           stockholder's equity/(deficiency)        $1,140,229      $ (426,146)          $  14,791        $ 728,874
                                                    ==========      ===========          ===========      ==========

See accompanying notes to pro forma unaudited condensed consolidated financial information.

</TABLE>

                                      -4-
<PAGE>


                                UPC POLSKA, INC.
   PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                      NINE MONTHS ENDED SEPTEMBER 30, 2001


<TABLE>
<CAPTION>
                                                                                         Pro forma
                                                    Historical      Disposition          adjustment       Pro forma
                                                    ----------      -----------          ----------       ---------
                                                                               (in thousands)
<S>                                                 <C>             <C>                  <C>              <C>
Revenues                                            $ 107,612       $  (19,704) e        $(28,545) g      $  59,363

Operating expenses:
  Direct operating expenses                            85,450           (4,535)           (59,696) g         21,219
  Selling, general and administrative expenses         47,717          (18,570) e                 -          29,147
  Depreciation and amortization                        96,334          (56,257) e                 -          40,077
  Impairment of DTH equipment                          19,491          (19,491)                   -               -
                                                    ----------      -----------          -----------      ----------
Total operating expenses                              248,992          (98,853)             (59,696)          90,443
                                                    ----------      -----------          -----------      ----------

  Operating loss                                     (141,380)          79,149               31,151         (31,080)

Interest and investment income                            833             (297) e             2,925  f        3,461
Interest expense                                      (70,350)             265  e                 -         (70,085)
Equity in losses of affiliated companies                 (723)               -              (38,962) f      (39,685)
Foreign exchange gain/(loss), net                      (3,135)         (32,852) e                 -         (35,987)
Non-operating income/(expense), net                      (919)             799  e                 -            (120)
Gain/(loss) on disposition                                  -         (460,437) e                 -        (460,437)
                                                    ----------      -----------          -----------      ----------
  Loss before income taxes and
   minority interest                                 (215,674)        (413,373)              (4,886)       (633,933)

Income tax expense                                       (162)               -                    -            (162)
                                                    ----------      -----------          -----------      ----------

                                                    ----------      -----------          -----------      ----------
  Net loss applicable to holders of common stock   $ (215,836)      $ (413,373)           $  (4,886)     $ (634,095)
                                                    ==========      ===========          ===========      ==========
  Basic and diluted Loss per common share              N/A               N/A                  N/A             N/A
                                                    ==========      ===========          ===========      ==========

See accompanying notes to pro forma unaudited condensed consolidated financial information.
</TABLE>

                                      -5-
<PAGE>


                                UPC POLSKA, INC.
     PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
                        THE YEAR ENDED DECEMBER 31, 2000



<TABLE>
<CAPTION>
                                                                                         Pro forma
                                                    Historical      Disposition          adjustment       Pro forma
                                                    ----------      -----------          ----------       ---------
                                                                               (in thousands)
<S>                                                 <C>             <C>                  <C>              <C>


Revenues                                            $  133,583      $  (25,755) e       $ (30,724) g       $ 77,104

Operating expenses:
  Direct operating expenses                            132,154             705  e         (76,082) g         56,777
  Selling, general and administrative expenses          63,156         (30,202) e                -           32,954
  Depreciation and amortization                        109,503         (63,399) e                -           46,104
  Impairment of DTH equipment                            7,734          (7,734) e                -                -
                                                    -----------     -----------          -----------      ----------
Total operating expenses                               312,547        (100,630)           (76,082)           135,835
                                                    -----------     -----------          -----------      ----------

  Operating loss                                      (178,964)         74,875              45,358           (58,731)

Interest and investment income                           1,329            (605) e            3,961 f          4,685
Interest expense                                       (73,984)            537  e                -          (73,447)
Equity in losses of affiliated companies                  (895)              -             (36,203)f        (37,098)
Foreign exchange gain/(loss), net                        3,397         (28,721) e                -          (25,324)
Non-operating income/(expense), net                        591            (603) e                -              (12)
Gain/(loss) on disposition                                   -        (471,022) e                -         (471,022)
                                                    ----------      -----------          -----------      ----------
  Loss before income taxes and
   minority interest                                  (248,526)       (425,539)             13,116         (660,949)

Income tax expense                                        (285)            183  e                -             (102)
                                                    -----------     -----------          -----------      ----------


                                                    -----------     -----------          -----------      ----------
  Net loss applicable to holders of common stock    $ (248,811)     $ (425,356)          $  13,116        $(661,051)
                                                    ===========     ===========          ===========      ==========
  Basic and diluted Loss per common share                N/A              N/A                N/A              N/A
                                                    ===========     ===========          ===========      ==========

See accompanying notes to pro forma unaudited condensed consolidated financial information.

</TABLE>
                                      -6-
<PAGE>

                                UPC POLSKA, INC.
  NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of September 30,
2001, presents the consolidated  financial position of the Company assuming that
the disposition of the Company's DTH segment had occurred on September 30, 2001.
The unaudited pro forma condensed consolidated  statements of operations for the
nine months  ended  September  30, 2001,  and the year ended  December 31, 2000,
present the consolidated  results of operations of the Company assuming that the
disposition   had   occurred  as  of  January  1,  2001  and  January  1,  2000,
respectively.  The  unaudited  pro  forma  financial  information  is  based  on
assumptions  and does not purport to be  indicative of the results of operations
or the financial  position that would have actually  occurred if the disposition
had been consummated on the dates indicated. The pro forma financial information
is based on the Company's  previously reported historical  financial  statements
and adjusted for the  assumptions  and estimates  described in the  accompanying
Notes to the Pro Forma Unaudited Condensed Consolidated Financial Statements.

Pro Forma Adjustments

The  following  notes  describe  the  adjustments  included in the  accompanying
financial statements:

Balance Sheet

a.  Adjustment to reflect (i) the estimated  proceeds of $59.5 million being the
fair  value of the 25%  interest  in TKP,  (ii) the  elimination  of assets  and
liabilities  sold in the  disposition,  (iii) the  estimated  net  effect of the
restructuring of balances  receivable form disposed  entities of $240.9 million,
and (iv) the accrued  professional  expenses and local tax paid in connection to
the disposition of $8.1 million.

b.  Adjustments to reflect the estimated  accrued cost associated  with: (i) the
restructuring of channel  agreements of $2.5,  closure of sport channel of $13.1
million,  (iii)  restructuring  of the  management of $0.6 million,  (iv) vacant
property of $0.5  million,  (v) and the goodwill  write off  amounting to $221.9
million.

c. Adjustments to reflect the  reallocation  of: (i) leasehold  improvements and
intangibles  from DTH  segment  to  Cable  segment  of $6.3  and  $1.0  million,
respectively  and (ii) DTH  reception  systems  from DTH segment to  Programming
segment of $3.9 million.

d. Cash  proceed  form the  settlement  of loan  receivable  from DTH segment of
$137.4,  cash  contribution  into TKP of  (Euro)million  ($27.5  million,  as of
September 30, 2001).

Income Statement

e. Adjustments to reflect the estimated loss on the disposition.

f. Use of the cash proceed from the  repayment of the loan  receivable of $109.9
million, and loss attributable to the Company's minority interest in TKP.

g. Adjustment to  reflect the decrease in revenue and direct cost in programming
segment resulting from reduced level of operation.

                                      -7-
<PAGE>

(c) Exhibits

    Exhibit Number    Description

    2.1               Closing  Agreement,  dated as of  December 7, 2001, by and
                      among UPC, Canal+, the Company, PTC and TKP.*

    2.2               Shareholders  Agreement,  dated  August  10,  2001, by and
                      among UPC, PTC, Canal+ and Polcom Invest S.A.*

    2.3               Contribution  and  Subscription  Agreement,  dated  as  of
                      August  10,  2001,  by and among UPC, Canal+, the Company,
                      PTC and TKP.*


* Previously filed on December 21, 2001 as an exhibit to Form 8-K.


                                   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 20, 2002


                                    UPC POLSKA, INC.



                                    By: /s/ SIMON BOYD
                                        ----------------------------------------
                                    Name: Simon Boyd
                                    Title: Chief Executive Officer


                                    UNITED PAN-EUROPE COMMUNICATIONS N.V.



                                    By: /s/ ANTON A.M. TUIJTEN
                                       -----------------------------------------
                                    Name: Anton A.M. Tuijten
                                    Title: Member of the Board of Management
                                           and General Counsel