Errata
                                       to
  Second Amended Disclosure Statement 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 "Annex G--Liquidation Analysis," under the section of the table
on page G-1 of the Disclosure Statement entitled "Distribution Analysis
Summary," the high and low amounts of "General Unsecured Claims" should have
read "(256.3)" rather than "(143.5)," the high and low amounts of "Total
Unsecured Claims" should have read "(5,883.1)" rather than "(5,770.3)," the low
amount of "Net Deficiency to Unsecured Creditors" should have read "(5,764.5)"
rather than "(5,651.7)," the high amount of "Net Deficiency to Unsecured
Creditors" should have read "(5,714.0)" rather than "(5,601.2)" and the low
amount of "Hypothetical Recovery of Unsecured Creditors (%) under Chapter 7
Liquidation" should have read "2.0%" rather than "2.1%" and, therefore, the
section of the table entitled "Distribution Analysis Summary" on page G-1 of the
Disclosure Statement should have read in its entirety as follows:

<TABLE>
<CAPTION>

                                                                                     Estimated
                                                                                 Liquidation Value
                                                                                -------------------
                                                                                                               Note
                                                                                Low           High          Reference
                                                                            ---------     ----------        ---------
                                                                                  ($ in millions)
<S>                                                                         <C>            <C>                 <C>
DISTRIBUTION ANALYSIS SUMMARY

     Net Liquidation Proceeds Available for Distribution...............        142.1         192.6

         Less:  Secured Claims.........................................         (2.6)         (2.6)             J

     Net Liquidation Proceeds After Secured Claims.....................        139.5         190.0

         Less:  Administrative and Priority Claims.....................        (21.0)        (21.0)             K
                                                                            --------      --------
     Net Liquidation Proceeds Available for

      Unsecured Creditors...............................................       118.5         169.0

         Less:  Unsecured Claims

              Belmarken Notes Claims...................................       (937.5)       (937.5)
              UPC Notes Claims.........................................     (4,688.2)     (4,688.2)
              General Unsecured Claims.................................       (256.3)       (256.3)
              Critical Creditor Claims.................................         (1.0)         (1.0)
                                                                            --------      --------
              Total Unsecured Claims...................................     (5,883.1)     (5,883.1)             L
                                                                            --------      --------
     Net Deficiency to Unsecured Creditors.............................     (5,764.5)     (5,714.0)
                                                                            --------      --------
     Hypothetical Recovery of Unsecured Creditors (%) under Chapter 7
      Liquidation......................................................          2.0%          2.9%

     Hypothetical Recovery of Equity Interests (%) under Chapter 7
      Liquidation.......................................................         0.0%          0.0%

</TABLE>

<PAGE>

     2. In "Annex G--Liquidation Analysis," under the section "Notes to
Liquidation Analysis--Note L--Unsecured Claims" on page G-4 of the Disclosure
Statement, the amount "US$143.5 million" in the fifth line thereof should have
read "US$256.3 million" and, therefore, the section entitled "Note L--Unsecured
Claims" on page G-4 of the Disclosure Statement should have read in its entirety
as follows:

     Note L--Unsecured Claims

     Unsecured claims include estimates of Allowed Claims relating to the
Critical Creditor Claims, Belmarken Notes Claims, UPC Notes Claims and General
Unsecured Claims. The Critical Creditor Claims are estimated at a maximum value
of US$1.0 million. The estimates of the Belmarken Notes Claims and the UPC Notes
Claims are assumed to be Allowed at the principal amount or accreted value of
those notes as of the Chapter 11 filing date. A total amount of US$256.3 million
was assumed as the maximum amount of the Allowed General Unsecured Claims;
however, the actual amount may be substantially different depending on the
amount of General Unsecured Claims ultimately Allowed by the Court.

     3. In "Annex G--Liquidation Analysis," under the section "2. Conclusion" on
page G-5 of the Disclosure Statement, the percentage "2.8%" in the third line
thereof should have read "2.9%" and the number "US$39.5 million" in the
fourteenth line thereof should have read "US$38.4 million," and, therefore, the
section entitled "2. Conclusion" on page G-5 of the Disclosure Statement should
have read in its entirety as follows:

2.   Conclusion

     As this Liquidation Analysis reflects, the Company and Lazard believe that
Holders of the Critical Creditor Claims, the Belmarken Notes Claims (Class 4)
and the UPC Notes Claims and General Unsecured Claims (Class 5) would each
obtain a recovery of no more than approximately 2.9% of the principal amount or
accreted value of their claims in a Chapter 7 liquidation. This recovery to
Holders of the Belmarken Notes Claims is only in respect of their claims against
the Company and does not include recovery from Belmarken Holding BV and from
exercise of their security interests in the common stock of Belmarken Holding BV
and UPC Internet Holding BV. The Company and Lazard also believe that Holders in
Classes 6, 7, 8, 9 and 10 would receive no distribution in a Chapter 7
liquidation. By contrast, under the Plan, (i) Holders of the Belmarken Notes
Claims would receive New UPC Common Stock with a value of approximately 97.8% of
the principal amount of their claims, (ii) Holders of the UPC Notes Claims and
General Unsecured Claims would receive New UPC Common Stock with a value of
approximately 20.6% of the principal amount or accreted value of their claims
and (iii) Holders in Classes 6, 7, 8 and 9 would in the aggregate receive New
UPC Common Stock issued under the Plan worth approximately US$38.4 million.
Holders of Old Other Equity Interests (Class 10) would receive no distribution
under the Plan. These recoveries under the Plan are based on an equity value of
the reorganized Company of US$1.975 billion and are subject to dilution as
provided in the Plan. See "Reorganization Valuation Analysis and Projected
Financial Information--Reorganization Valuation Analysis." The Company and
Lazard believe that Class 1, Class 2 and Class 3 Claims would be unimpaired
under the Plan.

     Based on the foregoing, the Company and Lazard believe that the Plan meets
the requirements of Section 1129(a)(7) of the Bankruptcy Code and that each
Holder of an Impaired Claim or Interest will recover at least as much under the
Plan as in a Chapter 7 liquidation.

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