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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended March 27, 2004

Commission file number 333-108661

UNIVERSAL CITY DEVELOPMENT PARTNERS,LTD.UCDP FINANCE, INC.*

(Exactname of Registrants as specified in theircharters)

|                                                                                   |  |                                                             |  |  |  |  |
|-----------------------------------------------------------------------------------|--|-------------------------------------------------------------|--|--|--|--|
| **FloridaFlorida**(State or other jurisdictionofincorporation or organization)    |  | **59-312851442-1581381**(I.R.S. employeridentification no.) |
| **1000 Universal StudiosPlazaOrlando, FL**(Address of principalexecutive offices) |  | **32819-7610**(Zipcode)                                     |
|                                                                                   |

(407) 363-8000(Registrants' telephone number, including areacode)

Indicate by check mark whetherthe Registrants (1) have filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) have been subject to suchfiling requirements for the past 90 days. Yes**   X   **        No         

Indicate by check markwhether the Registrants are accelerated filers (as defined in Rule12b-2 of the Exchange Act). Yes                 No**   X   **

Indicatethe number of shares outstanding of each of the Registrants'classes of common stock: As of May 4, 2004 there were 100 shares ofcommon stock of UCDP Finance, Inc. outstanding; Not applicable toUniversal City Development Partners, Ltd.

UCDP Finance,Inc. is a wholly owned subsidiary of Universal City DevelopmentPartners, Ltd. and was formed for the sole purpose of acting as aco-issuer of the Registrants' 113⁄4% senior notes due2010. UCDP Finance, Inc. does not and will not conduct any operationsor hold any assets of any kind and will not have any futurerevenues.

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| * | UCDPFinance, Inc. meets the conditions set forth in General InstructionH(1)(a) and (b) of Form 10-Q and is therefore filing this form with thereduced disclosureformat. |
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TABLE OF CONTENTS

|                                 |  |                                                                                                    |    |        |    |        |  |  |  |  |
|---------------------------------|--|----------------------------------------------------------------------------------------------------|----|--------|----|--------|--|--|--|--|
|                            |  |                                                                                               |    | Page   |
| PARTI.                          |  | FINANCIALINFORMATION                                                                               |    |
|     ITEM 1. |  | ConsolidatedFinancial Statements – Universal City Development Partners, Ltd.and Subsidiaries |    |   | 3  |   |
|     ITEM2.  |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations.              |    |   | 13 |   |
|     ITEM 3. |  | Quantitative and Qualitative DisclosureAbout Market Risk                                           |    |   | 19 |   |
|     ITEM4.  |  | Controls and Procedures                                                                            |    |   | 20 |   |
| PART II.                        |  | OTHERINFORMATION                                                                                   |    |   | 21 |   |
|     ITEM 1. |  | LegalProceedings                                                                                   |    |   | 21 |   |
|     ITEM6.  |  | Exhibits and Reports on Form 8-K                                                                   |    |   | 22 |   |
| SIGNATURES                      |  |                                                                                               | 24 |   |
|                                 |

2

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PART I —FINANCIAL INFORMATION

ITEM l.    Financial Statements

Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets

(Inthousands)

|                                      |  |               |           |                  |  |        |           |         |  |  |
|--------------------------------------|--|---------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                 |  | March27, 2004 |           | December 27,2003 |
|                                 |  | (Unaudited)   |           |             |
| **Assets**                           |  |          |      |             |  |   |      |    |
| Currentassets:                       |  |          |      |             |  |   |      |    |
| Cashand cashequivalents              |  | $             | 93,978    |             |  | $      | 113,978   |    |
| Accountsreceivable,net               |  |          | 19,352    |             |  |   | 15,598    |    |
| Receivables fromrelatedparties       |  |          | 6,664     |             |  |   | 8,127     |    |
| Inventories,net                      |  |          | 43,736    |             |  |   | 41,947    |    |
| Prepaidassets                        |  |          | 11,941    |             |  |   | 10,123    |    |
| Totalcurrentassets                   |  |          | 175,671   |             |  |   | 189,773   |    |
|                                 |  |          |      |             |  |   |      |    |
| Propertyand equipment, at cost:      |  |          |      |             |  |   |      |    |
| Land andlandimprovements             |  |          | 490,322   |             |  |   | 490,194   |    |
| Buildingsand buildingimprovements    |  |          | 1,346,449 |             |  |   | 1,347,149 |    |
| Equipment,fixtures andfurniture      |  |          | 1,005,234 |             |  |   | 1,004,413 |    |
| Constructioninprocess                |  |          | 56,910    |             |  |   | 48,980    |    |
| Totalproperty and equipment, atcost: |  |          | 2,898,915 |             |  |   | 2,890,736 |    |
| Lessaccumulateddepreciation          |  |          | (967,041  | )           |  |   | (936,849  | )  |
| Propertyand equipment,net            |  |          | 1,931,874 |             |  |   | 1,953,887 |    |
|                                 |  |          |      |             |  |   |      |    |
| Otherassets:                         |  |          |      |             |  |   |      |    |
| Investments in jointventures         |  |          | 10,071    |             |  |   | 10,481    |    |
| Intangibleassets, net                |  |          | 17,281    |             |  |   | 17,644    |    |
| Deferredfinance costs,net            |  |          | 25,659    |             |  |   | 27,486    |    |
| Otherassets                          |  |          | 8,127     |             |  |   | 8,213     |    |
| Totalotherassets                     |  |          | 61,138    |             |  |   | 63,824    |    |
| Totalassets                          |  | $             | 2,168,683 |             |  | $      | 2,207,484 |    |
|                                      |

Continuedon next page.

3

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Balance Sheets--(continued)

(Inthousands)

|                                                               |  |               |           |                  |  |        |           |         |  |  |
|---------------------------------------------------------------|--|---------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                          |  | March27, 2004 |           | December 27,2003 |
|                                                          |  | (Unaudited)   |           |             |
| **Liabilitiesand partners'equity**                            |  |          |      |             |  |   |      |    |
| Currentliabilities:                                           |  |          |      |             |  |   |      |    |
| Accountspayable and accruedliabilities                        |  | $             | 136,533   |             |  | $      | 109,019   |    |
| Unearnedrevenue                                               |  |          | 41,586    |             |  |   | 28,514    |    |
| Due to VivendiUniversalEntertainment                          |  |          | 7,240     |             |  |   | 1,204     |    |
| Currentportion of capital leaseobligations                    |  |          | 341       |             |  |   | 395       |    |
| Current portionof long-termborrowings                         |  |          | —   |             |  |   | 37,375    |    |
| Totalcurrentliabilities                                       |  |          | 185,700   |             |  |   | 176,507   |    |
|                                                          |  |          |      |             |  |   |      |    |
| Long-termliabilities:                                         |  |          |      |             |  |   |      |    |
| Long-term borrowings,net of currentportion                    |  |          | 1,110,648 |             |  |   | 1,138,065 |    |
| Deferredspecial fee payable to Vivendi UniversalEntertainment |  |          | 142,051   |             |  |   | 137,438   |    |
| Capitallease obligations, net of currentportion               |  |          | 551       |             |  |   | 649       |    |
| Interest rate swaps,at fair marketvalue                       |  |          | 16,128    |             |  |   | 19,793    |    |
| Other                                                         |  |          | 5,571     |             |  |   | 5,646     |    |
| Totallong-termliabilities                                     |  |          | 1,274,949 |             |  |   | 1,301,591 |    |
|                                                          |  |          |      |             |  |   |      |    |
| Minorityinterest in equity ofUCRP                             |  |          | 9,833     |             |  |   | 9,543     |    |
| Commitmentsandcontingencies                                   |  |          | —   |             |  |   | —   |    |
|                                                          |  |          |      |             |  |   |      |    |
| Partners'equity:                                              |  |          |      |             |  |   |      |    |
| Vivendi UniversalEntertainment                                |  |          | 356,284   |             |  |   | 368,163   |    |
| BlackstoneCapital                                             |  |          | 356,284   |             |  |   | 368,163   |    |
| Accumulatedother comprehensiveloss                            |  |          | (14,367   | )           |  |   | (16,483   | )  |
| Totalpartners'equity                                          |  |          | 698,201   |             |  |   | 719,843   |    |
| Totalliabilities and partners'equity                          |  | $             | 2,168,683 |             |  | $      | 2,207,484 |    |
|                                                               |

Seeaccompanying notes.

4

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements ofOperations

(Inthousands)

|                                                                         |  |                   |         |               |  |        |         |         |  |  |
|-------------------------------------------------------------------------|--|-------------------|---------|---------------|--|--------|---------|---------|--|--|
|                                                                    |  | ThreeMonths Ended |
|                                                                    |  | March27, 2004     |         | March 29,2003 |
|                                                                    |  | (Unaudited)       |
| Operatingrevenues:                                                      |  |
| Theme parkpasses                                                        |  | $                 | 87,890  |          |  | $      | 74,258  |    |
| Theme parkfood andbeverage                                              |  |              | 21,796  |          |  |   | 18,569  |    |
| Theme parkmerchandise                                                   |  |              | 19,368  |          |  |   | 15,931  |    |
| Other                                                                   |  |              | 46,716  |          |  |   | 36,909  |    |
| Totaloperatingrevenues                                                  |  |              | 175,770 |          |  |   | 145,667 |    |
|                                                                    |  |
| Costsand operating expenses:                                            |  |
| Theme parkoperations                                                    |  |              | 36,038  |          |  |   | 35,575  |    |
| Theme parkselling, general andadministrative                            |  |              | 40,444  |          |  |   | 32,767  |    |
| Themepark cost of productssold                                          |  |              | 21,799  |          |  |   | 19,130  |    |
| Special feepayable to Vivendi Universal Entertainment and consultantfee |  |              | 11,017  |          |  |   | 9,055   |    |
| Depreciation andamortization                                            |  |              | 30,678  |          |  |   | 32,185  |    |
| Other                                                                   |  |              | 29,896  |          |  |   | 25,047  |    |
| Totalcosts and operatingexpenses                                        |  |              | 169,872 |          |  |   | 153,759 |    |
|                                                                    |  |
| Operatingincome(loss)                                                   |  |              | 5,898   |          |  |   | (8,092  | )  |
|                                                                    |  |
| Otherexpense (income):                                                  |  |
| Interestexpense                                                         |  |              | 30,135  |          |  |   | 21,027  |    |
| Interestincome                                                          |  |              | (294    | )        |  |   | (19     | )  |
| Change in fairvalue of interest rateswaps                               |  |              | (1,549  | )        |  |   | 1,055   |    |
| Loss from jointventures                                                 |  |              | 320     |          |  |   | 66      |    |
| Loss from sale ofproperty andequipment                                  |  |              | 275     |          |  |   | — |    |
| Minorityinterest in net earnings ofUCRP                                 |  |              | 769     |          |  |   | 555     |    |
| Totalotherexpense                                                       |  |              | 29,656  |          |  |   | 22,684  |    |
| Netloss                                                                 |  | $                 | (23,758 | )        |  | $      | (30,776 | )  |
|                                                                         |

Seeaccompanying notes.

5

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statement of Changes inPartners' Equity

(Inthousands)

|                                                                |  |                                |         |                   |  |                                     |         |                       |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------|--|--------------------------------|---------|-------------------|--|-------------------------------------|---------|-----------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
| (Unaudited)                                                    |  | VivendiUniversal Entertainment |         | BlackstoneCapital |  | Accumulated Other ComprehensiveLoss |         | Total Partners'Equity |
|                                                           |  |                           |    |              |  |                                |    |                  |  |   |    |    |  |   |    |    |
| Balance,December  27,2003                                      |  | $                              | 368,163 |              |  | $                                   | 368,163 |                  |  | $      | (16,483 | )  |  | $      | 719,843 |    |
| Changein fair value of interest rate swaps designated ashedges |  |                           | — |              |  |                                | — |                  |  |   | 2,116   |    |  |   | 2,116   |    |
| Netloss                                                        |  |                           | (11,879 | )            |  |                                | (11,879 | )                |  |   | -       |    |  |   | (23,758 | )  |
| Balance,March 27,2004                                          |  | $                              | 356,284 |              |  | $                                   | 356,284 |                  |  | $      | (14,367 | )  |  | $      | 698,201 |    |
|                                                                |

Seeaccompanying notes.

6

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements of CashFlows

(Inthousands)

|                                                                                                   |  |                   |         |               |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------|--|-------------------|---------|---------------|--|--------|---------|---------|--|--|
|                                                                                              |  | ThreeMonths Ended |
|                                                                                              |  | March27, 2004     |         | March 29,2003 |
|                                                                                              |  | (Unaudited)       |
| **Cashflows from operatingactivities**                                                            |  |              |    |          |  |   |    |    |
| Netloss                                                                                           |  | $                 | (23,758 | )        |  | $      | (30,776 | )  |
| Adjustmentsto reconcile net loss to net cash and cash equivalents provided byoperatingactivities: |  |              |    |          |  |   |    |    |
| Depreciation                                                                                      |  |              | 30,315  |          |  |   | 31,824  |    |
| Amortizationof intangibleassets                                                                   |  |              | 363     |          |  |   | 361     |    |
| Amortization ofdeferred financecosts                                                              |  |              | 1,827   |          |  |   | 1,287   |    |
| Accretion of bonddiscount                                                                         |  |              | 208     |          |  |   | — |    |
| Loss on sale ofproperty andequipment                                                              |  |              | 275     |          |  |   | — |    |
| Change in fairvalue of interest rateswaps                                                         |  |              | (1,549  | )        |  |   | 1,055   |    |
| Loss from jointventures                                                                           |  |              | 320     |          |  |   | 66      |    |
| Minority interest innet earnings of UCRP                                                          |  |              | 769     |          |  |   | 555     |    |
| Changesin operating assets andliabilities:                                                        |  |              |    |          |  |   |    |    |
| Accountsreceivable,net                                                                            |  |              | (3,754  | )        |  |   | (1,386  | )  |
| Receivables fromrelatedparties                                                                    |  |              | 1,463   |          |  |   | 855     |    |
| Inventories,net                                                                                   |  |              | (1,789  | )        |  |   | (1,990  | )  |
| Prepaidassets                                                                                     |  |              | (1,818  | )        |  |   | (2,371  | )  |
| Otherassets                                                                                       |  |              | 86      |          |  |   | (945    | )  |
| Accounts payable andaccruedliabilities                                                            |  |              | 27,514  |          |  |   | 20,238  |    |
| Unearnedrevenue                                                                                   |  |              | 13,072  |          |  |   | 8,237   |    |
| Due to VivendiUniversalEntertainment                                                              |  |              | 6,036   |          |  |   | 2,315   |    |
| Deferredspecial fees payable to Vivendi UniversalEntertainment                                    |  |              | 4,613   |          |  |   | 7,130   |    |
| Otherlong-termliabilities                                                                         |  |              | (75     | )        |  |   | 310     |    |
| Netcash and cash equivalents provided by operatingactivities                                      |  |              | 54,118  |          |  |   | 36,765  |    |
|                                                                                              |  |              |    |          |  |   |    |    |
| **Cashflows from investingactivities**                                                            |  |              |    |          |  |   |    |    |
| Property andequipmentacquisitions                                                                 |  |              | (8,977  | )        |  |   | (19,067 | )  |
| Proceedsrelated to the settlement of capitalclaims                                                |  |              | 400     |          |  |   | 14,500  |    |
| Distributions fromjoint ventures,net                                                              |  |              | 90      |          |  |   | — |    |
| Netcash and cash equivalents used in investingactivities                                          |  | $                 | (8,487  | )        |  | $      | (4,567  | )  |
|                                                                                                   |

Continuedon next page.

7

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements of CashFlows (continued)

(Inthousands)

|                                                                                  |  |                   |         |               |  |        |          |         |  |  |
|----------------------------------------------------------------------------------|--|-------------------|---------|---------------|--|--------|----------|---------|--|--|
|                                                                             |  | ThreeMonths Ended |
|                                                                             |  | March27, 2004     |         | March 29,2003 |
|                                                                             |  | (Unaudited)       |
| **Cashflows from financing activities**                                          |  |
| Distributions ofminority interest in equity ofUCRP                               |  | $                 | (479    | )        |  | $      | (378     | )  |
| Proceeds frombondoffering                                                        |  |              | — |          |  |   | 494,170  |    |
| Payments onlong-term borrowings, capital lease obligations and notes payable,net |  |              | (65,152 | )        |  |   | (446,982 | )  |
| Payments forfinancecosts                                                         |  |              | — |          |  |   | (20,821  | )  |
| Netcash and cash equivalents (used in) provided by financingactivities           |  |              | (65,631 | )        |  |   | 25,989   |    |
|                                                                             |  |
| Net(decrease) increase in cash and cashequivalents                               |  |              | (20,000 | )        |  |   | 58,187   |    |
| Cash andcash equivalents at beginning ofyear                                     |  |              | 113,978 |          |  |   | 13,406   |    |
| Cashand cash equivalents at end ofyear                                           |  | $                 | 93,978  |          |  | $      | 71,593   |    |
|                                                                             |  |
| **Supplementaldisclosures of non-cash information**                              |  |
| Change ininterest rate swapliability                                             |  | $                 | 3,665   |          |  | $      | 3,639    |    |
| Disposalof fully depreciated assets                                              |  | $                 | — |          |  | $      | 50,180   |    |
| Receivable from relatedparty related to the reimbursement of constructioncosts   |  | $                 | — |          |  | $      | 10,926   |    |
|                                                                                  |

See accompanyingnotes.

8

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UniversalCity Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated FinancialStatements

1.    General

Basis of Presentation

The accompanying unauditedconsolidated financial statements included herein have been preparedpursuant to the rules and regulations of the Securities and ExchangeCommission. Certain information and footnote disclosures which arenormally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States have beenomitted pursuant to those rules and regulations. The unauditedconsolidated financial statements reflect all adjustments which are, inthe opinion of the management, necessary to present fairly thefinancial position and the results of operations for the interimperiods. The results for the interim periods are not necessarilyindicative of the results that can be expected for a full year. Theaccompanying unaudited consolidated financial statements should be readin conjunction with the audited consolidated financial statements forthe year ended December 27, 2003 and the notes, thereto, filed with theSecurities Exchange Commission under cover Form 10K pursuant to Rule15d-2 of the Securities Exchange Act of 1934.

The accompanyingunaudited consolidated financial statements include the consolidatedamounts of Universal City Development Partners, Ltd. (UCDP LTD);Universal City Travel Partners d/b/a Universal Parks & ResortsVacations; and Universal City Restaurant Partners, Ltd. (UCRP)(collectively, UCDP). All significant intercompany balances andtransactions have been eliminated upon consolidation.

Ownership

Through several holding partnerships and limitedliability companies, the ultimate owners of UCDP LTD, each having a50% interest, are Vivendi Universal Entertainment LLLP (VivendiUniversal Entertainment), an affiliate of Universal Studios, Inc.(USI), which in turn is a subsidiary of Vivendi Universal S.A.(Vivendi), and Blackstone Capital Partners (Blackstone Capital). OnOctober 8, 2003, Vivendi, Universal Studios Holding III Corp., GeneralElectric Company, National Broadcasting Company Holding, Inc. andNational Broadcasting Company Inc. (NBC) signed a definitive agreementpursuant to which Vivendi has agreed to contribute ownership interestsin USI and in certain non-U.S. affiliates of USI (excluding, in eachcase, assets and businesses related to the music and games businessesand certain other assets) to a subsidiary of NBC. The transaction isexpected to close during the second quarter of 2004.

FinancialInstruments

The carrying amounts reported in the consolidatedbalance sheets for cash and cash equivalents, accounts receivable,accounts payable and accrued liabilities approximate fair value becauseof the immediate or short-term maturity of these financialinstruments.

The estimated fair values of long-term borrowingsand interest rate swaps subject to fair value disclosures determinedbased on quotes from major financial institutions are as follows (inthousands):

|                     |  |               |           |                  |  |               |           |           |  |        |           |        |  |        |           |        |  |  |
|---------------------|--|---------------|-----------|------------------|--|---------------|-----------|-----------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                |  | March27, 2004 |           | December 27,2003 |
|                |  | CarryingValue |           | FairValue        |  | CarryingValue |           | FairValue |
|                |  | (Unaudited)   |           |             |  |
| Long-termborrowings |  | $             | 1,110,648 |             |  | $             | 1,200,343 |      |  | $      | 1,175,440 |   |  | $      | 1,271,548 |   |
| Interestrateswaps   |  |          | 16,128    |             |  |          | 16,128    |      |  |   | 19,793    |   |  |   | 19,793    |   |
| Total               |  | $             | 1,126,776 |             |  | $             | 1,216,471 |      |  | $      | 1,195,233 |   |  | $      | 1,291,341 |   |
|                     |

StockOptions

UCDP participates in Vivendi's stock option planthat provides options to officers, directors and key employees of UCDP.These options give UCDP employees the right to purchase shares of

9

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UniversalCity Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated FinancialStatements**(Continued)**

Vivendi's common stock at a set priceor receive cash for the difference between the market value ofVivendi's common stock and the exercise price on their options.All options are granted at market value.

UCDP is responsible forthe expense and the cash payment related to these stock options.Accordingly, UCDP records an accrual calculated based on the fair valueof UCDP's cash payment, which is the difference between theoption grant price and the period-end market price for all vestedshares.

At March 27, 2004 and December 27, 2003, respectively,there were 217,123 options vested and outstanding. The fair value forthese options was estimated at the date of grant using theBlack-Scholes option pricing model. UCDP's pro forma informationis as follows (inthousands):

|                              |  |                   |         |               |  |        |         |         |  |  |
|------------------------------|--|-------------------|---------|---------------|--|--------|---------|---------|--|--|
|                         |  | ThreeMonths Ended |
|                         |  | March27, 2004     |         | March 29,2003 |
|                         |  | (Unaudited)       |
| Netloss (asreported)         |  | $                 | (23,758 | )        |  | $      | (30,776 | )  |
| Proforma stock optionexpense |  |              | (40     | )        |  |   | (298    | )  |
| Proforma netloss             |  | $                 | (23,798 | )        |  | $      | (31,074 | )  |
|                              |

2.    Long-TermBorrowings

At March 27, 2004, total long-term borrowings wereapproximately $1,110,648,000, which included $495,003,000 in bonds($500,000,000, net of an unamortized discount of approximately$4,997,000) and approximately $615,645,000 under the JP Morgan creditfacility (the Term Loan). In addition, at March 27, 2004, UCDP hadapproximately $97,812,000 available under its revolving creditfacilities.

During the three months ended March 27, 2004, UCDPmade prepayments of $65,000,000 on the Term Loan, which were applied inforward order of maturity. These payments included $37,375,000 relatedto UCDP's annual excess cash flow payment. In addition, in April2004, UCDP made a $20,000,000 prepayment on the Term Loan.

TheTerm Loan and bonds contain certain customary limitations. The mostrestrictive limitations relate to the incurrence of liens, additionalindebtedness and maintenance of funded debt and interest coverageratios, among other restrictions. At March 27, 2004, UCDP was incompliance with all terms.

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UniversalCity Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated FinancialStatements**(Continued)**

3.    Accounts Payable and AccruedLiabilities

The major components of accounts payable andaccrued liabilities are as follows (inthousands):

|                          |  |               |         |                  |  |        |         |        |  |  |
|--------------------------|--|---------------|---------|------------------|--|--------|---------|--------|--|--|
|                     |  | March27, 2004 |         | December 27,2003 |
|                     |  | (Unaudited)   |         |             |
| Accountspayable          |  | $             | 8,964   |             |  | $      | 8,481   |   |
| Capitalexpenditures      |  |          | 17,750  |             |  |   | 20,455  |   |
| Marketingandadvertising  |  |          | 13,339  |             |  |   | 4,442   |   |
| Interest                 |  |          | 37,489  |             |  |   | 25,727  |   |
| Compensationand benefits |  |          | 26,228  |             |  |   | 23,666  |   |
| Operatingaccruals        |  |          | 16,687  |             |  |   | 16,783  |   |
| Consultingfees           |  |          | 3,709   |             |  |   | 3,485   |   |
| Property and salestax    |  |          | 8,498   |             |  |   | 1,893   |   |
| Other                    |  |          | 3,869   |             |  |   | 4,087   |   |
| Total                    |  | $             | 136,533 |             |  | $      | 109,019 |   |
|                          |

4.    ComprehensiveLoss

Comprehensive loss is as follows (inthousands):

|                                                                 |  |               |         |               |  |        |         |         |  |  |
|-----------------------------------------------------------------|--|---------------|---------|---------------|--|--------|---------|---------|--|--|
|                                                            |  | March27, 2004 |         | March 29,2003 |
|                                                            |  | (Unaudited)   |
| Netloss                                                         |  | $             | (23,758 | )        |  | $      | (30,776 | )  |
| Change infair value of interest rate swaps designated as hedges |  |          | 2,116   |          |  |   | 4,694   |    |
| Comprehensiveloss                                               |  | $             | (21,642 | )        |  | $      | (26,082 | )  |
|                                                                 |

5.    RelatedParty Transactions

Under the terms of the partnershipagreement, a special fee is payable to Vivendi Universal Entertainmentequal to 5% of certain revenue, as defined. These deferred feesare subordinated to UCDP's Term Loan and bear interest at theprime rate. In addition, under UCDP's Term Loan and bonds, thesedeferred fees may only be paid upon achievement of certain leverageratios. These ratios were met during the three months ended March 27,2004. At March 27, 2004 and December 27, 2003, respectively, UCDP hadlong-term deferred special fees payable to Vivendi UniversalEntertainment of $142,051,000 and $137,438,000. In addition, at March27, 2004, the amount due to Vivendi Universal Entertainment included$3,865,000 related to the current portion of deferred special feespayable to Vivendi Universal Entertainment.

On March 31, 2004,UCDP paid a total of $5,000,000 in Partner distributions to VivendiUniversal Entertainment and Blackstone Capital.

6.    Litigation

Capital Claims

In thecourse of completion of the construction of Universal's Islandsof Adventure (IOA), CityWalk and related support facilities, a numberof claims were asserted by design firms, contractors, subcontractorsand material suppliers for compensation not included in the finalcontract payouts (the Capital Claims). Such claims involved allegedextra work, alleged costs incurred due to extended project duration,alleged acceleration and similar causes of action. Upon conclusion ofthe settlement described below, UCDP will have resolved all of thematerial Capital Claims against UCDP.

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UniversalCity Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated FinancialStatements**(Continued)**

The general contractor of Seuss Landing atIOA (the General Contractor), filed suit in July 2000 alleging breachof contract by UCDP. The suit seeks damages in excess of $25,000,000and foreclosure of its lien against the project. The General Contractorlater voluntarily reduced its lien claim to approximately $20,650,000.UCDP has denied the substantive allegations of the claim and has fileda counterclaim alleging fraudulent lien, breach of contract, breach ofreleases and other counts. The General Contractor later amended itscomplaint to add additional parties and additional claims. On May 4,2004, the parties reached a tentative agreement to settle this matter,subject to negotiation of final terms and conditions. UCDP has accruedan amount sufficient to satisfy this loss contingency.

Marvel

On July 16, 2003, Marvel Entertainment, Inc. andMarvel Characters, Inc. (Marvel) served a Demand for Arbitration uponUCDP for two claims. First, Marvel specifically alleged that UCDPfailed to include Marvel Elements in at least 20% of itsmarketing exposure during the third and fourth years subsequent to theopening of IOA. In the second claim, Marvel alleged that UCDP breachedthe license agreement with Marvel by failing to offer Marvel theCompensation Alternative, as defined in the license agreement, andfailing to honor Marvel's election of the CompensationAlternative. Marvel is also seeking discovery of any other financialarrangements with licensors at IOA that might be relevant to theCompensation Alternative. The arbitration panel has been selected and apreliminary hearing is likely to be set sometime before the end of May2004. UCDP has denied all of the material allegations by Marvel andasserted numerous affirmative defenses. Accordingly, at this time,management does not believe it is probable that resolution of thismatter will have a material impact on the consolidated financialposition or results of operations of UCDP.

Ride & Show

On November 13, 2003, Ride & Show Engineering, Inc. filed aComplaint For Patent Infringement, Injunctive Relief and Damages (the"Complaint") in the United States DistrictCourt for the Central District of California, naming USJ Co., Ltd., andUniversal City Studios LLLP d/b/a Universal Studios Recreation Group,affiliates of UCDP, as defendants. On February 12, 2004, the Plaintiffserved a First Amended Complaint (the "AmendedComplaint") upon UCDP naming the above-referenceddefendants as well as UCDP and another company, Oriental Land Co.,Ltd., as additional defendants. On September 24, 2003, a similarcomplaint was filed in the same court against other defendants,including entities that appear to be operators of amusement parks andamusement park rides, and designers and manufacturers of amusement parkrides. The Amended Complaint alleges that the named defendants haveinfringed U.S. Patent No. 5,527,221 by operating, making, using,selling, advertising, and/or offering for sale in the United Statesamusement park rides that embody or otherwise practice one or more ofthe claims of such patent or by otherwise contributing to infringementor inducing others to infringe. The Amended Complaint does not includespecific allegations concerning the location or manner of allegedinfringement. However, plaintiff's counsel has advised UCDP thatthe allegations of the Amended Complaint relate to rides located atUCDP's theme parks. We have filed a motion seeking to eitherdismiss the action or to transfer it to the Middle District of Florida.Since no discovery has been undertaken with regard to theseallegations, UCDP is not able to currently estimate the magnitude of anunfavorable outcome. At this time, however, management does not believeit is probable that resolution of this matter will have a materialimpact on the consolidated financial position or results of operationsof UCDP.

Other

UCDP is threatened with or involved invarious other legal actions and claims incidental to the conduct of itsbusiness. Management does not expect a material impact to its resultsof operations, financial position or cash flows by reason of theseactions.

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ITEM2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS

Certain statementsappearing in this report are "forward-lookingstatements." Forward-looking statements include statementsconcerning our plans, objectives, goals, strategies, future events,future revenue or performance, capital expenditures, financing needs,plans or intentions relating to acquisitions, business trends and otherinformation that is not historical information. When used in thisreport, the words "estimates,""expects,""anticipates,""projects,""plans," "intends,""believes,""forecasts" or future conditional verbs, suchas "will,""should," "could,"or "may" and variations of such words orsimilar expressions, are intended to identify forward-lookingstatements. Because these forward-looking statements are subject tonumerous risks and uncertainties, our actual results may differmaterially from those expressed in or implied by such forward-lookingstatements. Some of the risks and uncertainties that may cause suchdifferences include, but are not limited to, risks and uncertaintiesrelating to general economic downturn; the dependence of our businesson air travel; the risks inherent in deriving substantially all of ourrevenues from one location; our dependence on Universal Studios, Inc.and its affiliates; the loss of key distribution channels for passsales; competition within the Orlando theme park market; publicityassociated with accidents occurring at theme parks; the loss ofmaterial intellectual property rights used in our business; and theseasonality of our business. There may also be other factors that maycause our actual results to differ materially from those expressed inor implied by any forward-looking statements contained in thisreport.

OVERVIEW RELATED TO RESULTS OF OPERATIONS

During the three months ended March 27, 2004, our paid admissionsincreased approximately 16% from the same period in 2003. Thisstrong performance helped us generate $30.1 million in additionalrevenue and a $14.0 million increase in our operating income. At March27, 2004, we had $191.8 million in cash and unused revolving credit,consisting of $94.0 million in cash and $97.8 million available underour revolving credit facilities.

OWNERSHIP

Through several holding partnerships and limited liabilitycompanies, our ultimate owners, each having a 50% interest, areVivendi Universal Entertainment LLLP (Vivendi Universal Entertainment),an affiliate of Universal Studios, Inc. (USI), which in turn is asubsidiary of Vivendi Universal S.A. (Vivendi), and Blackstone CapitalPartners (Blackstone). On October 8, 2003, Vivendi, Universal StudiosHolding III Corp., General Electric Company, National BroadcastingCompany Holding, Inc. and National Broadcasting Company Inc. (NBC)signed a definitive agreement pursuant to which Vivendi has agreed tocontribute ownership interests in USI and in certain non-U.S.affiliates of USI (excluding, in each case, assets and businessesrelated to the music and games businesses and certain other assets) toa subsidiary of NBC. The transaction is expected to close during thesecond quarter of 2004.

CRITICAL ACCOUNTING POLICIES ANDESTIMATES

In the ordinary course of business, we make a numberof estimates and assumptions relating to the reporting of results ofoperations and financial condition in the preparation of ourconsolidated financial statements in conformity with accountingprinciples generally accepted in the United States. Results coulddiffer significantly from those estimates under different assumptionsand conditions. We believe that the application of the followingaccounting policies, which are important to our financial position andresults of operations, requires significant judgments and estimates onthe part of management. For a summary of all of our accountingpolicies, including the accounting policies discussed below, see Note 2in our audited consolidated financial statements for the year endedDecember 27, 2003 filed with the Securities and Exchange Commissionunder cover Form 10K pursuant to Rule 15d-2 of the Securities ExchangeAct of 1934, as amended. These accounting policies have been discussedand reviewed with our Park Advisory Board, which consists ofrepresentatives from both Vivendi Universal Entertainment andBlackstone Capital.

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Principles of Consolidation

Our consolidated financial statements include the consolidatedamounts of Universal City Development Partners, Ltd., Universal CityTravel Partners d/b/a Universal Parks & Resorts Vacations, andUniversal City Restaurant Partners, Ltd. All significant intercompanybalances and transactions have been eliminated upon consolidation.

Revenue Recognition

Operating revenue primarilyconsists of sales related to theme park passes, merchandise and foodand beverage. Revenue from theme park passes is recognized at the timepasses are redeemed. For passes not redeemed, revenue is recorded basedon our historical redemption patterns. Revenue from theme park annualpasses is recognized in equal installments over the life of the annualpass. Revenue from food and beverage and merchandise is recognized atthe time of sale.

Property and Equipment

Property and equipment is recorded at cost and is depreciated on astraight-line basis over the estimated useful lives of those assets.Changes in circumstances such as changes to our business model couldresult in an impairment of our property and equipment. In addition, itcould also result in the actual useful lives differing from ourestimates. We review our assumptions whenever a change in thesecircumstances occurs. If we determine that the carrying value of ourproperty and equipment is not recoverable, we would record a propertyand equipment impairment adjustment. If we determine that the usefullife of property and equipment should be shortened, such as finalizingthe date a ride will be closed as part of developing a new ride, wewould depreciate the net book value in excess of the salvage value,over the revised remaining useful life, thereby increasing depreciationexpense. Our consolidated financial statements in the three-monthsended March 27, 2004 do not include any such adjustments related toimpairment.

Allowance for Doubtful Accounts

Weperform ongoing credit evaluations of our customers and adjust creditlimits based on customer payment history and current credit worthiness.In addition, we continuously monitor collections and payments from ourcustomers. Using some of this information, we periodically makejudgments regarding the collectability of outstanding receivables andprovide appropriate allowances when collectability is in doubt. Inaddition, we provide a general allowance for outstanding receivables ingood standing based on our historical bad debt experience. At bothMarch 27, 2004 and December 27, 2003, our allowance for doubtfulaccounts was $0.9 million.

Provision for Inventory

Inventory, which primarily includes spare parts for the theme parkrides, food and beverage and merchandise, is recorded at cost. Weperiodically make judgments regarding the realizable value of certainslow-moving and obsolete inventory. For spare parts, these judgmentsare based on use of the parts on specific rides. If we decide to closedown a ride as part of developing a new ride, we specifically reviewspare parts related to the closing ride for impairment. Formerchandise, these judgments are based on the demand of our customers.When the realizable value is less than the average cost, we record aninventory provision. At March 27, 2004, our inventory provision was$1.8 million, which included $1.3 million for slow-moving merchandiseand $0.5 million for obsolete spare parts. The provision forslow-moving merchandise is comparable to the $1.1 million provision atDecember 27, 2003. The provision for obsolete spare parts at December27, 2003, which was $1.4 million, primarily related to rides atUniversal Studios Florida that were closed so that we could develop andinstall new rides. In the three-months ended March 27, 2004, the spareparts related to these closed rides were disposed of, which reduced ourobsolete spare parts provision by $1.1 million.

Litigation

We are currently involved in certainlegal proceedings and, as required, have accrued our estimate of theprobable costs for the resolution of these claims. This estimate hasbeen developed in 

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consultation with outside counsel and isbased upon an analysis of potential results, assuming a combination oflitigation and settlement strategies. It is possible, however, thatfuture results of operations for any particular quarterly or annualperiod could be materially affected by changes in our assumptions orthe effectiveness of our strategies related to these proceedings. SeeNote 6 in Part 1, Item 1, Financial Statements and Part II, Item I,Legal Proceedings in this document for more detailed information onlitigation exposure.

RESULTS OF OPERATIONS

General

Our revenue is derived primarily from themepark passes (approximately 50.0% and 51.0% of totalrevenues in the three months ended March 27, 2004 and March 29, 2003,respectively); theme park food and beverage (approximately 12.4%and 12.7% of total revenues in the three months ended March 27,2004 and March 29, 2003, respectively); and theme park merchandise(approximately 11.0% and 10.9% of total revenues in thethree months ended March 27, 2004 and March 29, 2003, respectively).Other revenue includes revenue from CityWalk, Universal Parks &Resorts Vacations, Universal City Restaurant Partners, Ltd., specialevents, and parking. Our primary operating costs include theme parkoperations; theme park selling, general and administrative costs; themepark cost of products sold; special fee payable to Vivendi UniversalEntertainment and consultant fee; depreciation and amortization; andinterest.

Seasonality

Theme park attendancefollows a seasonal pattern which coincides closely with holiday andschool schedules. The year begins with the end of the peak Christmasand New Year's holiday period. When children return to school,attendance levels subside. Minor attendance increases occur during theMartin Luther King, Jr. holiday in January and the Presidents'Day holiday in February. During the March to April timeframe, springbreak and Easter vacation periods drive seasonally high attendance.Since the peak spring break period fluctuates from year to year betweenthe end of the first quarter and the beginning of the second quarter,historical quarterly financial information might not be comparable. Mayis a traditionally slow attendance period. June marks the beginning ofthe summer attendance peak when local schools are out for the summer.This peak attendance period continues throughout the month of June, asschools outside of Florida finish their terms. The peak summer periodincludes the entire month of July and the first few weeks in August.Local schools begin as early as the first week of August. Attendancelevels continue to decline through Labor Day, when schools outside ofFlorida begin classes. Excluding special events such as"Rock the Universe" in September and"Halloween Horror Nights" in October, theperiod from September through November is seasonally slow, with anattendance spike around Thanksgiving week. Attendance falls again afterThanksgiving weekend, and does not pick up until the third week ofDecember, when the peak Christmas and New Year's holiday periodbegins.

Based on the seasonality of our attendance, the resultsfor the three months ended March 27, 2004 and March 29, 2003 are notnecessarily indicative of the results for the full year.

2004 First Quarter Compared to 2003 First Quarter

PAID THEME PARK ADMISSIONS increased by .33 million, or15.8%, to 2.41 million in 2004 from 2.08 million in 2003. Thisincrease was driven by an increase in all our point of originmarkets.

THEME PARK PASS REVENUE increased by $13.6 million, or18.3%, to $87.9 million in 2004 from $74.3 million in 2003. Theincrease was due to higher theme park admissions and selectiveincreases in theme park pass prices.

THEME PARK FOOD ANDBEVERAGE, THEME PARK MERCHANDISE AND OTHER REVENUE increased by $16.5million, or 23.1%, to $87.9 million in 2004 from $71.4 millionin 2003. This increase was primarily due to $6.7 million in increasedtheme park food and beverage and theme 

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park merchandise revenue generated by highertheme park admissions, $3.4 million in additional revenue from ourCityWalk venues (including UCRP), $2.8 million in increased revenuefrom special events, $2.0 million in additional revenue related topasses that allow guests value-added ride access, and $1.4 million inadditional revenue from Universal Parks & Resorts Vacations.

THEME PARK OPERATING COSTS increased by $.4 million, or 1.1%,to $36.0 million in 2004 from $35.6 million in 2003. This increase isprimarily due to the impact of higher theme park admissions.

THEME PARK SELLING, GENERAL AND ADMINISTRATIVE COSTS increased by$7.6 million, or 23.2%, to $40.4 million in 2004 from $32.8million in 2003. The increase was primarily due to $3.9 million relatedto additional marketing and $2.5 million related to increasing ourlong-term growth incentive plan accrual.

THEME PARK COST OFPRODUCTS SOLD increased by $2.7 million, or 14.1%, to $21.8million in 2004 from $19.1 million in 2003. As a percentage of themepark food and beverage and merchandise revenue, cost of products solddecreased to 53.0% in 2004 from 55.4% in 2003, primarilydue to improved profit margins on merchandise and food andbeverage.

SPECIAL FEE PAYABLE TO VIVENDI UNIVERSAL ENTERTAINMENTAND CONSULTANT FEE increased by $1.9 million, or 20.9%, to $11.0million in 2004 from $9.1 million in 2003. The special fee andconsultant fee are each based on a percentage of revenue.

DEPRECIATION AND AMORTIZATION decreased by $1.5 million or4.7%, to $30.7 million in 2004 from $32.2 million in 2003. Thedecrease is primarily due to a reduction of depreciation related tocertain assets with lives of 3 years becoming fully depreciated duringthe end of 2003.

OTHER COSTS AND OPERATING EXPENSES increased by$4.9 million, or 19.6%, to $29.9 million in 2004 from $25.0million in 2003. This increase was primarily due to $1.6 millionrelated to revenue growth at our CityWalk venues (including UCRP), $1.2million related to revenue growth from Universal Parks & ResortsVacations, and $.9 million related to increased revenue from specialevents.

INTEREST EXPENSE increased by $9.1 million, or43.3%, to $30.1 million in 2004 from $21.0 million in 2003. Theincrease was primarily due to a higher interest rate related to thebonds sold on March 29, 2003.

EBITDA and LenderEBITDA

We have included EBITDA because it is used by someinvestors as a measure of our ability to service debt. In addition, wehave included Lender EBITDA because it is used in our senior securedcredit agreement to determine our quarterly compliance with our fundeddebt ratio and the interest coverage ratio, which is computed based onthe prior twelve months. We believe our senior secured credit agreementis a material agreement as it represents a critical component of ourcapital structure and an important source of our liquidity. Our failureto comply with the financial maintenance covenants in our seniorsecured credit agreement would likely result in an event of defaultoccurring under our senior secured credit agreement which would giveour lenders the right to accelerate and declare immediately due andpayable all of the indebtedness then outstanding under that agreement.EBITDA represents earnings before interest, taxes and depreciation andamortization. Lender EBITDA represents EBITDA plus certain adjustmentsallowed by our senior secured credit agreement, primarily the deferredportion of the special fees payable to Vivendi Universal Entertainment.EBITDA and Lender EBITDA are not prepared in accordance with accountingprinciples generally accepted in the United States and should not beconsidered as alternatives for net income, net cash provided byoperating activities and other consolidated income or cash flowstatement data prepared in accordance with generally acceptedaccounting principles or as a measure of profitability or liquidity.EBITDA and Lender EBITDA, because they are before debt service, capitalexpenditures, and working capital needs, do not represent cash that isavailable for other purposes at our discretion. Our presentation ofEBITDA and Lender EBITDA may not be

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comparable to similarly titled measuresreported by other companies. The following is a reconciliation of netcash provided by operating activities to EBITDA and LenderEBITDA:

|                                                                                   |  |                   |         |                                   |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------|--|-------------------|---------|-----------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                              |  | ThreeMonths Ended |         | Twelve Months Ended March 27,2004 |
| (Dollars inthousands)                                                             |  | March 27,2004     |         | March 29, 2003                    |  |
| Cash and cashequivalents provided by operatingactivities                          |  | $                 | 54,118  |                              |  | $      | 36,765  |    |  | $      | 160,101 |    |
| Adjustments:                                                                      |  |              |    |                              |  |   |    |    |  |   |    |    |
| Interestexpense                                                                   |  |              | 30,135  |                              |  |   | 21,027  |    |  |   | 128,135 |    |
| Interestincome                                                                    |  |              | (294    | )                            |  |   | (19     | )  |  |   | (1,106  | )  |
| Amortizationof deferred financecosts                                              |  |              | (1,827  | )                            |  |   | (1,287  | )  |  |   | (7,380  | )  |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |              | (7,307  | )                            |  |   | (6,006  | )  |  |   | (31,921 | )  |
| Interestpayable on deferred special fee payable to Vivendi UniversalEntertainment |  |              | (1,171  | )                            |  |   | (1,124  | )  |  |   | (4,961  | )  |
| Losson sale of property andequipment                                              |  |              | (275    | )                            |  |   | — |    |  |   | (1,560  | )  |
| Lossfrom jointventures                                                            |  |              | (320    | )                            |  |   | (66     | )  |  |   | (735    | )  |
| Accretionof bonddiscount                                                          |  |              | (208    | )                            |  |   | — |    |  |   | (833    | )  |
| Minorityinterest in net earnings ofUCRP                                           |  |              | (769    | )                            |  |   | (555    | )  |  |   | (2,222  | )  |
| Changein workingcapital                                                           |  |              | (36,870 | )                            |  |   | (25,263 | )  |  |   | (26,805 | )  |
| EBITDA                                                                            |  |              | 35,212  |                              |  |   | 23,472  |    |  |   | 210,713 |    |
| Adjustments:                                                                      |  |              |    |                              |  |   |    |    |  |   |    |    |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |              | 7,307   |                              |  |   | 6,006   |    |  |   | 31,921  |    |
| Financingexpenses                                                                 |  |              | — |                              |  |   | 799     |    |  |   | 61      |    |
| Distributionsfrom jointventures                                                   |  |              | 90      |                              |  |   | — |    |  |   | 1,237   |    |
| Lossfrom jointventures                                                            |  |              | 320     |                              |  |   | 66      |    |  |   | 735     |    |
| ConsolidationofUCRP                                                               |  |              | (619    | )                            |  |   | (465    | )  |  |   | (993    | )  |
| LenderEBITDA                                                                      |  | $                 | 42,310  |                              |  | $      | 29,878  |    |  | $      | 243,674 |    |
|                                                                                   |

LIQUIDITYAND CAPITAL RESOURCES

Historical

Historically, our principal source of liquidity has been cash flowgenerated from operations, and our principal liquidity requirementshave been for capital expenditures, debt retirement, and workingcapital. During the three months ended March 27, 2004 and March 29,2003, net cash provided by operating activities was $54.1 million, and$36.8 million, respectively. Net cash used in investing activitiesduring the three months ended March 27, 2004 and March 29, 2003,respectively, totaled $8.5 million and $4.6 million, respectively.During the three months ended March 27, 2004, the total includedcapital expenditures of $9.0 million. During the three months endedMarch 29, 2003, the total consisted of cash inflows of $14.5 millionrelated to a 2002 capital claims settlement offset by $19.1 million incapital expenditures. During the three months ended March 27, 2004, netcash used in financing activities was $65.6 million, which includedprepayments of $65.0 million on our senior secured credit agreement.These prepayments were applied in forward order of maturity andincluded $37.4 million related to our annual excess cash flow payment.During the three months ended March 29, 2003, net cash provided byfinancing activities was $26.0 million. This primarily related to theoffering of the bonds and the amendments to our senior secured creditagreement, less the $35.6 million in scheduled principal payments underthe senior secured credit agreement.

At March 27, 2004, ourtotal debt was $1,110.6 million, which included $495.0 millionoutstanding under the bonds ($500.0 million, net of a remainingdiscount of $5.0 million) and $615.6 million outstanding under oursenior secured credit agreement. At March 27, 2004, we had $191.8million in cash and unused revolving credit, consisting of $94.0million in cash and $97.8 million available under 

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our revolving credit facilities. In addition,April 2004, we made a $20,000,000 prepayment on the senior securedcredit agreement. This prepayment, plus the prepayments made duringthree months ended March 24, 2004 and associated with the issuance ofbonds during 2003, eliminated debt amortization on our senior creditagreement until June 30, 2005.

At March 27, 2004 and December27, 2003, respectively, we had long-term liabilities related todeferred special fees payable to Vivendi Universal Entertainment of$142.1 million and $137.4 million. These deferred fees are subordinatedto our senior secured credit agreement and bear interest at the primerate. In addition, under our credit agreements, these deferred fees mayonly be paid upon achievement of certain leverage ratios. During thethree months ended March 24, 2004, these ratios were met. Accordingly,at March 27, 2004, our consolidated balance sheet also included $3.9million classified as current liabilities related to deferred specialfees payable to Vivendi Universal Entertainment.

Our primarysources of liquidity have been and will continue to be cash flowgenerated from operations, available cash and unused revolving creditfacilities. The borrowings under our senior secured credit agreementbear interest at a rate equal to an applicable margin plus, at ouroption, either (a) a base rate determined by reference to the higher of(1) JP Morgan Chase Bank's prime rate and (2) the federal fundsrate plus 50 basis points or (b) LIBOR. The applicable margin forborrowings at March 27, 2004 under the revolving credit facilities andthe term loan facility was 3.0% with respect to prime rateborrowings and 4.0% with respect to LIBOR borrowings. The marginon one of the revolving credit facilities may be reduced subject to ourattaining and maintaining certain leverage ratios. In addition topaying interest on outstanding debt, we pay a commitment fee equal to0.5% per annum of the unutilized commitments under one of ourrevolving credit facilities and 1.0% under the other revolvingcredit facility. Principal amounts available under the existingrevolving credit facility decline quarterly to zero at June 30, 2007.The amounts available under the other revolving credit facility do notdecline until its expiration on June 30, 2007.

Our seniorsecured credit agreement and the notes contain a number of covenantsthat, among other things, restrict, subject to certain exceptions, ourability, and the ability of our subsidiaries, to sell assets, incuradditional indebtedness, repay other indebtedness (including thenotes), pay certain distributions, create liens on assets, makeinvestments, loans or advances, make certain acquisitions, engage inmergers or consolidations, enter into sale and leaseback transactions,engage in certain transactions with affiliates, amend certain materialagreements governing our indebtedness and change the business conductedby us and our subsidiaries. In addition, the senior secured creditagreement contains the following financial covenants: a maximum totalleverage ratio; a minimum interest coverage ratio; and a maximumcapital expenditures limitation. The senior secured credit agreementalso contains a requirement for prepayment of 50% of annualexcess cash flow and 100% of the net proceeds from certain assetsales over $1.0 million. All prepayments are applied in forward orderof maturity.

We believe that funds generated from operations andavailable borrowing capacity will be adequate to fund our debt servicerequirements, capital expenditures and working capital requirements forthe near future. We believe that our current financial position andfinancing plans will provide flexibility in financing activities andpermit us to respond to changing conditions. We cannot assure you,however, that our business will generate sufficient cash flow fromoperations or that future borrowings will be available to us under ournew revolving credit facility in an amount sufficient to enable us topay our indebtedness, or to fund our other liquidity needs. Our abilityto continue to fund these items and continue to reduce debt could beadversely affected by the occurrence of unfavorable events.

Interest Rate Risk

We are exposed to market risksrelating to fluctuations in interest rates. Our practice is to utilizederivative financial instruments to manage a portion of these interestrate risks. At March 27, 2004, we had four interest-rate swapagreements outstanding with an aggregate notional debt amount of $211.6million that qualified for hedge accounting treatment in accordancewith Statement of Financial 

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Accounting Standards (SFAS) 133"Accounting for Derivative Instruments and HedgingActivities." These swap agreements provide for quarterlyreductions in notional value until expiration in early 2006. During thethree months ended March 27, 2004, the fair value of these interestrate swaps decreased by $2.1 million.

At March 27, 2004, we alsohad two swap agreements with an aggregate notional debt amount of$300.0 million that did not qualify for hedge accounting treatmentunder SFAS 133. During the three months ended March 27, 2004, the fairvalue of these interest rate swaps decreased by $1.5 million.

Weare exposed to credit loss in the event of nonperformance by the otherparty to our derivative financial instruments. We limit this exposureby entering into agreements directly with a number of major financialinstitutions that meet our credit standards and that are expected tosatisfy fully their obligations under these contracts. We viewderivative financial instruments as a risk management tool and do notuse them for speculative or trading purposes.

COMPENSATION

Vivendi grants options to certain ofour key employees. These options give our employees the right topurchase shares of Vivendi at a set price or receive cash for thedifference between the market value and the exercise price on theirvested options.

We are responsible for the expense and the cashpayment related to these options. Accordingly, if one of our employeesexchanges their options for the cash difference between the grant priceand market price, we pay this difference directly to the employee.However, if one of our employees exchanges their options for shares ofVivendi stock, the employee pays Vivendi the grant price, while wereimburse Vivendi for the difference between the grant price and themarket price at the time of such exchange.

At the date of grantand for each subsequent period, we record an accrual based on the fairvalue of our cash payment, which is the difference between the optiongrant price and the period-end market price for all vested shares.Since options are granted at fair value, no additional accrual isrecorded at the date of grant. Based on the market price of vestedshares being less than the grant price, we had no liability recordedrelated to the vested options at March 27, 2004 and December 27, 2003.During the three months ended March 27, 2004 and March 29, 2003, nocompensation expense was recorded related to options.

At March27, 2004 and December 27, 2003, there were 217,123 of such optionsvested and outstanding. During the three months ended March 27, 2004and March 29, 2003, no options were granted.

We have a long-termgrowth incentive plan to provide certain of our senior officers theopportunity to benefit from our growth in value and to provideincentives to those employees to contribute to the success of ourbusiness. Under the plan, these employees are granted ValueAppreciation Rights, the value of which is generally based upon thegrowth in market value of the equity ownership interests of our generaland limited partners. These Value Appreciation Rights will becomeautomatically exercisable in exchange for cash upon the earlier tooccur of a change in our ownership or January 1, 2005. The value of theValue Appreciation Rights are generally based on the growth of marketvalue of Blackstone's and Vivendi Universal Entertainment'sownership interests in us. If a change of our ownership occurs, thepayout value is computed based upon the sales price of the ownershipchange. If January 1, 2005 occurs prior to such an ownership change,the payout value is calculated based upon an earnings multiple from thefinancial results generated during 2004. We accrue the estimated payoutvalue using the straight-line method over the term of the plan based onthe assumption that January 1, 2005 occurs prior to an ownershipchange. During the three months ended March 27, 2004, we increased ouraccrual related to the value of the outstanding Value AppreciationRights by $2.5 million to $4.8 million at March 27, 2004.

ITEM3.    Quantitative and Qualitative Disclosure About Market Risk

See Item 2. Management's Discussion and Analysis of FinancialCondition and Results of Operations

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ITEM 4.    Controls and Procedures

Universal City Development Partners, Ltd.

Themanagement of Universal City Development Partners, Ltd.("UCDP") carried out an evaluation, with theparticipation of UCDP's Principal Executive Officer and PrincipalFinancial Officer, of the effectiveness of UCDP's disclosurecontrols and procedures as of the end of the period covered by thisreport. Based upon that evaluation, UCDP's Principal ExecutiveOfficer and Principal Financial Officer concluded that UCDP'sdisclosure controls and procedures were effective to ensure thatinformation required to be disclosed by UCDP in the reports that itfiles or submits under the Securities Exchange Act of 1934 is recorded,processed, summarized and reported within the time periods specified inthe rules, regulations and forms promulgated by the Securities andExchange Commission.

There has not been any significant changesin UCDP's internal controls or other factors that couldsignificantly affect those controls subsequent to their date ofevaluation during the quarter ended March  27, 2004.

UCDP Finance, Inc.

The management of UCDP Finance,Inc. ("Finance") carried out an evaluation,with the participation of Finance's Principal Executive Officerand Principal Financial Officer, of the effectiveness ofFinance's disclosure controls and procedures as of the end of theperiod covered by this report. Based upon that evaluation,Finance's Principal Executive Officer and Principal FinancialOfficer concluded that Finance's disclosure controls andprocedures were effective to ensure that information required to bedisclosed by Finance in the reports that it files or submits under theSecurities Exchange Act of 1934 is recorded, processed, summarized andreported within the time periods specified in the rules, regulationsand forms promulgated by the Securities and Exchange Commission.

There has not been any significant changes in Finance'sinternal controls or other factors that could significantly affectthose controls subsequent to their date of evaluation during thequarter ended March  27, 2004.

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PART II —OTHER INFORMATION

ITEM 1.    Legal Proceedings

Capital Claims

In the course of completion of theconstruction of Universal's Islands of Adventure (IOA), CityWalkand related support facilities, a number of claims were asserted bydesign firms, contractors, subcontractors and material suppliers forcompensation not included in the final contract payouts (the CapitalClaims). Such claims involved alleged extra work, alleged costsincurred due to extended project duration, alleged acceleration andsimilar causes of action. Upon conclusion of the settlement describedbelow, we will have resolved all the material Capital Claims againstus.

The general contractor of Seuss Landing at IOA (the GeneralContractor), filed suit in July 2000 alleging breach of contract by us.The suit seeks damages in excess of $25,000,000 and foreclosure of itslien against the project. The General Contractor later voluntarilyreduced its lien claim to approximately $20,650,000. We have denied thesubstantive allegations of the claim and have filed a counterclaimalleging fraudulent lien, breach of contract, breach of releases andother counts. The General Contractor later amended its complaint to addadditional parties and additional claims. On May 4, 2004, the partiesreached a tentative agreement to settle this matter, subject tonegotiation of final terms and conditions. We have accrued an amountsufficient to satisfy this loss contingency.

Marvel

OnJuly 16, 2003, Marvel Entertainment, Inc. and Marvel Characters, Inc.(Marvel) served a Demand for Arbitration upon us for two claims. Marvelspecifically alleged that we failed to include Marvel Elements in atleast 20% of its marketing exposure during the third and fourthyears subsequent to the opening of IOA. In the second claim, Marvelalleged that we breached the license agreement with Marvel by failingto offer Marvel the Compensation Alternative, as defined in the licenseagreement, and failing to honor Marvel's election of theCompensation Alternative. Marvel is also seeking discovery of any otherfinancial arrangements with licensors at IOA that might be relevant tothe Compensation Alternative. The arbitration panel has been selectedand a preliminary hearing is likely to be set sometime before the endof May 2004. We have denied all of the material allegations by Marveland asserted numerous affirmative defenses. Accordingly, at this time,management does not believe it is probable that resolution of thismatter will have a material impact on our consolidated financialposition or results of operations

Ride & Show

OnNovember 13, 2003, Ride & Show Engineering, Inc. filed a ComplaintFor Patent Infringement, Injunctive Relief and Damages (the"Complaint") in the United States DistrictCourt for the Central District of California, naming USJ Co., Ltd., andUniversal City Studios LLLP d/b/a Universal Studios Recreation Group,affiliates of us, as defendants. On February 12, 2004, the Plaintiffserved a First Amended Complaint (the "AmendedComplaint") upon us naming the above-referenced defendantsas well as us and another company, Oriental Land Co., Ltd., asadditional defendants. On September 24, 2003, a similar complaint wasfiled in the same court against other defendants, including entitiesthat appear to be operators of amusement parks and amusement parkrides, and designers and manufacturers of amusement park rides. TheAmended Complaint alleges that the named defendants have infringed U.S.Patent No. 5,527,221 by operating, making, using, selling, advertising,and/or offering for sale in the United States amusement park rides thatembody or otherwise practice one or more of the claims of such patentor by otherwise contributing to infringement or inducing others toinfringe. The Amended Complaint does not include specific allegationsconcerning the location or manner of alleged infringement. However,plaintiff's counsel has advised us that the allegations of theAmended Complaint relate to rides located at our theme parks. We havefiled a motion seeking to either dismiss the action or to transfer itto the Middle District of Florida. Since no discovery has beenundertaken with regard to these allegations, we are not able to

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currently estimate the magnitude of anunfavorable outcome. At this time, however, management does not believeit is probable that resolution of this matter will have a materialimpact on our consolidated financial position or results ofoperations.

Other

We are threatened with or involved invarious other legal actions and claims incidental to the conduct of itsbusiness. Management does not expect a material impact to its resultsof operations, financial position or cash flows by reason of theseactions.

ITEM 6.    Exhibits and Reports on Form 8-K

|           |           |
|-----------|-----------|
| (a)  | Exhibits: |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1  | Amended and Restated Agreement of LimitedPartnership of Universal City Development Partners, Ltd., dated as ofJune 5, 2002, between Universal City Florida Holding Co. II, as solegeneral partner, and Universal City Florida Holding Co. I, as solelimited partner (previously filed under the corresponding exhibit ofAmendment No.1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003). |

|           |                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Articles of Incorporation of UCDPFinance, Inc. (previously filed under the corresponding exhibit ofAmendment No.1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003). |

|           |                                                                                                                                                                                       |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.3  | Bylaws of UCDP Finance, Inc.(previously filed under the corresponding exhibit of Amendment No.1 tothe Registration Statement on Form S-4 of the Registrants filedSeptember 10, 2003). |

|           |                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1  | Indenturedated as of March 28, 2003, among Universal City Development Partners,Ltd. and UCDP Finance, Inc., as issuers, and The Bank of New York, astrustee, as amended, relating to the Registrants'113⁄4% senior notes due 2010 (previously filed under thecorresponding exhibit of Amendment No.1 to the Registration Statementon Form S-4 of the Registrants filed September 10, 2003). |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.2  | Registration Rights Agreement datedas of March 28, 2003, among Universal City Development Partners, Ltd.,UCDP Finance, Inc., J.P. Morgan Securities Inc., Banc of AmericaSecurities LLC, Credit Suisse First Boston LLC, Scotia Capital (USA)Inc. and Wachovia Securities, Inc. (previously filed under thecorresponding exhibit of Amendment No.1 to the Registration Statementon Form S-4 of the Registrants filed September 10, 2003). |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3  | Subordination Agreement dated as ofMarch 28, 2003, among Universal City Development Partners, Ltd.,Vivendi Universal Entertainment LLLP, Universal Studios, Inc.,Universal City Property Management II LLC, Universal City FloridaHolding Co. I, Universal City Florida Holding Co. II, AdditionalCreditors (as defined therein), Universal City Development Partners,Ltd. and The Bank of New York, as trustee (previously filed under thecorresponding exhibit of Amendment No.1 to the Registration Statementon Form S-4 of the Registrants filed September 10, 2003). |

|            |                                                                                                                             |
|------------|-----------------------------------------------------------------------------------------------------------------------------|
| 31.1  | Certification of Principal ExecutiveOfficer of Universal City Development Partners, Ltd. Pursuant to Rule15d – 14(a). |

|            |                                                                                                                              |
|------------|------------------------------------------------------------------------------------------------------------------------------|
| 31.2  | Certificationof Principal Financial Officer of Universal City Development Partners,Ltd. Pursuant to Rule  15d – 14(a). |

|            |                                                                                                |
|------------|------------------------------------------------------------------------------------------------|
| 31.3  | Certification of Principal ExecutiveOfficer of UCDP Finance, Inc. Pursuant to Rule  15d-14(a). |

|            |                                                                                                |
|------------|------------------------------------------------------------------------------------------------|
| 31.4  | Certification of Principal FinancialOfficer of UCDP Finance, Inc. Pursuant to Rule  15d-14(a). |

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|            |                                                                                                                             |
|------------|-----------------------------------------------------------------------------------------------------------------------------|
| 32.1  | Certificationof Principal Executive Officer of Universal City Development Partners,Ltd. Pursuant to 18 U.S.C. Section 1350. |

|            |                                                                                                                             |
|------------|-----------------------------------------------------------------------------------------------------------------------------|
| 32.2  | Certification of Principal FinancialOfficer of Universal City Development Partners, Ltd. Pursuant to 18U.S.C. Section 1350. |

|            |                                                                                                       |
|------------|-------------------------------------------------------------------------------------------------------|
| 32.3  | Certification of Principal ExecutiveOfficer of UCDP Finance, Inc. Pursuant to 18 U.S.C. Section 1350. |

|            |                                                                                                       |
|------------|-------------------------------------------------------------------------------------------------------|
| 32.4  | Certification of Principal FinancialOfficer of UCDP Finance, Inc. Pursuant to 18 U.S.C. Section 1350. |

|           |                      |
|-----------|----------------------|
| (b)  | Reports on Form 8-K: |

|        |                                                                                                                                                                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | We filed a Form 8-K dated March 10,2004, furnishing under Item 9 thereof, the management'sdiscussion and analysis of the results of operations for the fourthquarter of 2003 that was simultaneously delivered to the holders of theRegistrants' 113⁄4% senior notes due 2010. |

|        |                                                                                                                                                                                                                                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | We filed a Form 8-K dated March 10,2004, furnishing under Item 9 thereof, the transcript of a publictelephonic conference call conducted by Michael J. Short, PrincipalFinancial Officer of UCDP, to discuss UCDP's fourth quarterperformance. |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the Registrants have duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

|  | UNIVERSAL CITY DEVELOPMENT PARTNERS,LTD. |
|--|------------------------------------------|

Date:    May 5,2004

|  | By:   /s/    Michael J.Short                                         |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | Name:   Michael J. ShortTitle:   Principal Financial Officer |
|--|----------------------------------------------------------------------------------|

UCDPFINANCE, INC.

Date:    May 5,2004

|  | By:   /s/    Michael J.Short                                         |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | Name:   Michael J. ShortTitle:   Treasurer (Principal FinancialOfficer) |
|--|---------------------------------------------------------------------------------------------|

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