Second Errata

                                       to

   Second Amended Disclosure Statement With Respect to Second Amended Plan of
    Reorganization Jointly Proposed by United Pan-Europe Communications N.V.
                     and New UPC, Inc. dated January 7, 2003
                            ("Disclosure Statement")

     1. In footnote (11) to the table entitled  "Unaudited  Pro Forma  Condensed
Consolidated  Balance Sheet as of December 31, 2001",  which appears on page 125
of the Disclosure Statement,  the phrase in the parenthesis in the second bullet
point stating  "(included the related current portion of long-term debt)" should
have read  "(included in the related  current  portion of long-term  debt)" and,
therefore,  the  second  bullet  point  in  footnote  (11)  on  page  125 of the
Disclosure Statement should have read in its entirety as follows:

     o    The UPC Notes of  (euro)4,946,505  (included  in the  related  current
          portion of  long-term  debt) have been  converted  into  shareholders'
          equity, resulting in an increase in shareholders' equity;

     2. In the  table  entitled  "Unaudited  Pro  Forma  Condensed  Consolidated
Balance Sheet as of September 30, 2002" on page 129 of the Disclosure Statement,
the figures for the line item "Total liabilities and shareholders' equity" under
the  columns  Pro  Forma  Adjustments,   Pro  Forma  Company   Consolidated  and
Intercompany   Eliminations   should  have  read  "(23,634)",   "6,988,126"  and
"(2,434,311)",    respectively,    rather   than   "76,366",   "7,098,126"   and
"(2,534,311)",  respectively,  and  therefore,  the line  item  entitled  "Total
liabilities and shareholders' equity" in the table entitled "Unaudited Pro Forma
Condensed  Consolidated  Balance  Sheet as of September 30, 2002" on page 129 of
the Disclosure Statement should have read in its entirety as follows:

<TABLE>
<CAPTION>

                                Historical                     Pro Forma     Pro Forma                    Pro Forma
                                 Company        Pro Forma       Company       New UPC     Intercompany     New UPC
                               Consolidated    Adjustments   Consolidated   Standalone    Eliminations   Consolidated
                               ------------    -----------   ------------   ----------    ------------   ------------
                                                              (in thousands of Euros)
<S>                              <C>               <C>          <C>          <C>           <C>            <C>
Total liabilities and
   shareholders' equity...       7,021,760         (23,634)     6,988,126    2,434,311     (2,434,311)    6,988,126

</TABLE>

     3. In "Annex  F--Projected  Financial  Information," the second sentence of
footnote (1) to the table entitled "United  Pan-Europe  Communications  N.V." on
page F-2 of the Disclosure  Statement stating,  "The figures exclude UPC Germany
from August 1, 2002 and  Priority  Telecom  from  January 1, 2003."  should have
read,  "The figures exclude UPC Germany from August 1, 2002. The figures include
Priority Telecom N.V., and,  therefore,  have been prepared on a different basis
than those projections contained in the Company's Form 8-K filed with the SEC on
September 30, 2002.", and, therefore,  footnote (1) to the table that appears on
page  F-2 of the  Disclosure  Statement  should  have  read in its  entirety  as
follows:

     (1)  The projections  assume that the  Restructuring  is completed on March
          31, 2003.  The figures  exclude UPC Germany  from August 1, 2002.  The
          figures  include  Priority  Telecom N.V.,  and,  therefore,  have been
          prepared on a different basis than those projections  contained in the
          Company's  Form 8-K filed  with the SEC on  September  30,  2002.  The
          interest rate used in calculations  (based upon the European Interbank
          Offer  Rate  (EURIBOR))  was  assumed  to  be  3.5%  for  all  periods
          forecasted.  The U.S.  Dollar/Euro  exchange rate used in calculations
          was assumed to be (euro)1.00 = US$1.00 for all periods forecasted.

     4. In "Annex F--Projected  Financial  Information," the figure for the year
2004 under the line item entitled  "Net cash flow after  operating and investing
activities  (including  interest)"  in the  table  entitled  "United  Pan-Europe
Communications  N.V." on page F-2 of the Disclosure  Statement  should have read
"116" rather than "(116)," and, therefore, the line item entitled "Net cash flow
after operating and investing activities (including interest)" in the table that
appears on page F-2 of the Disclosure Statement should have read in its entirety
as follows:


<TABLE>
<CAPTION>

                                                                                Year ended December 31,
                                                                       ----------------------------------------
                                                                       2002              2003              2004
                                                                       ----              ----              ----
                                                                       (in millions of Euros, except for basic
                                                                      subscribers and revenue generating units)
<S>                                                                   <C>                 <C>            <C>
Net cash flow after operating and investing activities
(including interest)(8)(9)...................................          (649)               (3)             116

</TABLE>