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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended September 26, 2004

Commission file number 333-108661

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.UCDPFINANCE, INC.

(Exact name of Registrantsas specified in theircharters)

|                                                                                       |  |                                                                  |  |  |  |  |
|---------------------------------------------------------------------------------------|--|------------------------------------------------------------------|--|--|--|--|
| **Florida****Florida**(State or other jurisdictionof incorporation ororganization)    |  | **59-3128514****42-1581381**(I.R.S. employer identification no.) |
| **1000 Universal StudiosPlaza****Orlando, FL**(Address of principal executiveoffices) |  | **32819-7610**(Zipcode)                                          |
|                                                                                       |

(407) 363-8000

(Registrants' telephone number, including areacode)

Indicate by check mark whether theRegistrants (1) have filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was requiredto file such reports), and (2) have been subject to such filingrequirements for the past 90 days.Yes        No    

Indicate by checkmark whether the Registrants are accelerated filers (as defined in Rule12b-2 of the Exchange Act). Yes     No   .

Indicate the number of shares outstanding of each of theRegistrants' classes of common stock: As of November 9, 2004there were 100 shares of common stock of UCDP Finance, Inc.outstanding; Not applicable to Universal City Development Partners,Ltd.    

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TABLE OFCONTENTS

|            |  |                                                                                                    |    |        |    |        |  |  |  |  |
|------------|--|----------------------------------------------------------------------------------------------------|----|--------|----|--------|--|--|--|--|
|       |  |                                                                                               |    | Page   |
| PARTI.     |  | FINANCIALINFORMATION                                                                               |    |
| ITEM1.     |  | Consolidated Financial Statements – UniversalCity Development Partners, Ltd. andSubsidiaries |    |   | 3  |   |
| ITEM2.     |  | Management's Discussion and Analysis ofFinancial Condition and Results of Operations               |    |   | 14 |   |
| ITEM3.     |  | Quantitative and Qualitative Disclosure About MarketRisk                                           |    |   | 21 |   |
| ITEM4.     |  | Controls and Procedures                                                                            |    |   | 21 |   |
| PART II.   |  | OTHERINFORMATION                                                                                   |    |
| ITEM1.     |  | LegalProceedings                                                                                   |    |   | 22 |   |
| ITEM5.     |  | Other Information                                                                                  |    |   | 23 |   |
| ITEM 6.    |  | Exhibits                                                                                           |    |   | 23 |   |
| SIGNATURES |  |                                                                                               | 25 |   |
|            |

UCDPFinance, Inc. (UCDP Finance) is a wholly owned subsidiary of UniversalCity Development Partners, Ltd. and was formed for the sole purpose ofacting as a co-issuer of the Registrants' 113⁄4%senior notes due 2010. UCDP Finance does not and will not conduct anyoperations or hold any assets of any kind and will not have any futurerevenues. UCDP Finance meets the conditions set forth in GeneralInstructions H(1)(a) and (b) of Form 10Q and is therefore filing thisform with the reduced disclosureformat.

2

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PART I - FINANCIALINFORMATION

ITEM l.    Financial Statements

Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets

(Inthousands)

|                                      |  |                   |            |                  |  |        |           |         |  |  |
|--------------------------------------|--|-------------------|------------|------------------|--|--------|-----------|---------|--|--|
|                                 |  | September26, 2004 |            | December 27,2003 |
|                                 |  | (Unaudited)       |            |             |
| **Assets**                           |  |              |       |             |  |   |      |    |
| Currentassets:                       |  |              |       |             |  |   |      |    |
| Cash andcashequivalents              |  | $                 | 103,900    |             |  | $      | 113,978   |    |
| Accountsreceivable,net               |  |              | 18,065     |             |  |   | 15,598    |    |
| Receivables fromrelatedparties       |  |              | 8,852      |             |  |   | 8,127     |    |
| Inventories,net                      |  |              | 41,830     |             |  |   | 41,947    |    |
| Prepaidassets                        |  |              | 15,780     |             |  |   | 10,123    |    |
| Totalcurrentassets                   |  |              | 188,427    |             |  |   | 189,773   |    |
|                                 |  |              |       |             |  |   |      |    |
| Propertyand equipment, at cost:      |  |              |       |             |  |   |      |    |
| Land andlandimprovements             |  |              | 488,418    |             |  |   | 490,194   |    |
| Buildingsand buildingimprovements    |  |              | 1,363,461  |             |  |   | 1,347,149 |    |
| Equipment,fixtures andfurniture      |  |              | 1,049,032  |             |  |   | 1,004,413 |    |
| Constructioninprocess                |  |              | 5,294      |             |  |   | 48,980    |    |
| Totalproperty and equipment, atcost: |  |              | 2,906,205  |             |  |   | 2,890,736 |    |
| Lessaccumulateddepreciation          |  |              | (1,025,126 | )           |  |   | (936,849  | )  |
| Propertyand equipment,net            |  |              | 1,881,079  |             |  |   | 1,953,887 |    |
|                                 |  |              |       |             |  |   |      |    |
| Otherassets:                         |  |              |       |             |  |   |      |    |
| Investments in jointventures         |  |              | 9,306      |             |  |   | 10,481    |    |
| Intangibleassets, net                |  |              | 16,557     |             |  |   | 17,644    |    |
| Deferredfinance costs,net            |  |              | 22,190     |             |  |   | 27,486    |    |
| Otherassets                          |  |              | 8,317      |             |  |   | 8,213     |    |
| Totalotherassets                     |  |              | 56,370     |             |  |   | 63,824    |    |
| Totalassets                          |  | $                 | 2,125,876  |             |  | $      | 2,207,484 |    |
|                                      |

Continuedon next page.

3

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Balance Sheets (continued)

(Inthousands)

|                                                               |  |                   |           |                  |  |        |           |         |  |  |
|---------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                          |  | September26, 2004 |           | December 27,2003 |
|                                                          |  | (Unaudited)       |           |             |
| **Liabilitiesand partners'equity**                            |  |              |      |             |  |   |      |    |
| Currentliabilities:                                           |  |              |      |             |  |   |      |    |
| Accountspayable and accruedliabilities                        |  | $                 | 135,960   |             |  | $      | 109,019   |    |
| Unearnedrevenue                                               |  |              | 42,570    |             |  |   | 28,514    |    |
| Due to VivendiUniversalEntertainment                          |  |              | 26,549    |             |  |   | 1,204     |    |
| Currentportion of capital leaseobligations                    |  |              | 866       |             |  |   | 395       |    |
| Current portionof long-termborrowings                         |  |              | —   |             |  |   | 37,375    |    |
| Totalcurrentliabilities                                       |  |              | 205,945   |             |  |   | 176,507   |    |
|                                                          |  |              |      |             |  |   |      |    |
| Long-termliabilities:                                         |  |              |      |             |  |   |      |    |
| Long-term borrowings,net of currentportion                    |  |              | 1,003,840 |             |  |   | 1,138,065 |    |
| Deferredspecial fee payable to Vivendi UniversalEntertainment |  |              | 143,507   |             |  |   | 137,438   |    |
| Capitallease obligations, net of currentportion               |  |              | 1,362     |             |  |   | 649       |    |
| Interest rateswaps, at fair marketvalue                       |  |              | 7,989     |             |  |   | 19,793    |    |
| Minority interestin equity ofUCRP                             |  |              | 9,348     |             |  |   | 9,543     |    |
| Other                                                         |  |              | 5,958     |             |  |   | 5,646     |    |
| Totallong-termliabilities                                     |  |              | 1,172,004 |             |  |   | 1,311,134 |    |
|                                                          |  |              |      |             |  |   |      |    |
| Commitmentsandcontingencies                                   |  |              | —   |             |  |   | —   |    |
|                                                          |  |              |      |             |  |   |      |    |
| Partners'equity:                                              |  |              |      |             |  |   |      |    |
| Vivendi UniversalEntertainment                                |  |              | 377,872   |             |  |   | 368,163   |    |
| BlackstoneCapital                                             |  |              | 377,872   |             |  |   | 368,163   |    |
| Accumulatedother comprehensiveloss                            |  |              | (7,817    | )           |  |   | (16,483   | )  |
| Totalpartners'equity                                          |  |              | 747,927   |             |  |   | 719,843   |    |
| Totalliabilities and partners'equity                          |  | $                 | 2,125,876 |             |  | $      | 2,207,484 |    |
|                                                               |

Seeaccompanying notes.

4

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements of Operations

(Inthousands)

|                                                                         |  |                   |         |                    |  |                   |         |                   |  |        |         |         |  |        |         |         |  |        |
|-------------------------------------------------------------------------|--|-------------------|---------|--------------------|--|-------------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|
|                                                                    |  | ThreeMonths Ended |         | Nine MonthsEnded   |
|                                                                    |  | September26, 2004 |         | September 27, 2003 |  | September26, 2004 |         | September 27,2003 |
|                                                                    |  | (Unaudited)       |         | (Unaudited)        |
| Operatingrevenues:                                                      |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |  |   |   |   |
| Themeparkpasses                                                         |  | $                 | 132,520 |               |  | $                 | 116,408 |              |  | $      | 346,645 |    |  | $      | 293,446 |    |
| Themepark food andbeverage                                              |  |              | 32,981  |               |  |              | 30,415  |              |  |   | 87,217  |    |  |   | 76,388  |    |
| Themeparkmerchandise                                                    |  |              | 28,011  |               |  |              | 24,926  |              |  |   | 75,510  |    |  |   | 63,777  |    |
| Other                                                                   |  |              | 53,017  |               |  |              | 47,708  |              |  |   | 155,400 |    |  |   | 131,389 |    |
| Totaloperatingrevenues                                                  |  |              | 246,529 |               |  |              | 219,457 |              |  |   | 664,772 |    |  |   | 565,000 |    |
|                                                                    |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Costsand operatingexpenses:                                             |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Themeparkoperations                                                     |  |              | 41,563  |               |  |              | 37,698  |              |  |   | 117,110 |    |  |   | 113,376 |    |
| Themepark selling, general andadministrative                            |  |              | 32,935  |               |  |              | 24,887  |              |  |   | 126,234 |    |  |   | 100,483 |    |
| Themepark cost of productssold                                          |  |              | 31,509  |               |  |              | 27,020  |              |  |   | 82,457  |    |  |   | 71,072  |    |
| Specialfee payable to Vivendi Universal Entertainment and consultantfee |  |              | 15,967  |               |  |              | 14,107  |              |  |   | 42,528  |    |  |   | 35,805  |    |
| Depreciationandamortization                                             |  |              | 29,544  |               |  |              | 35,503  |              |  |   | 90,864  |    |  |   | 100,733 |    |
| Other                                                                   |  |              | 32,921  |               |  |              | 30,128  |              |  |   | 95,808  |    |  |   | 84,618  |    |
| Totalcosts and operatingexpenses                                        |  |              | 184,439 |               |  |              | 169,343 |              |  |   | 555,001 |    |  |   | 506,087 |    |
|                                                                    |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Operatingincome                                                         |  |              | 62,090  |               |  |              | 50,114  |              |  |   | 109,771 |    |  |   | 58,913  |    |
|                                                                    |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Otherexpense(income):                                                   |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Interestexpense                                                         |  |              | 29,419  |               |  |              | 33,434  |              |  |   | 87,291  |    |  |   | 86,035  |    |
| Interestincome                                                          |  |              | (241    | )             |  |              | (317    | )            |  |   | (742    | )  |  |   | (544    | )  |
| Changein fair value of interest rateswaps                               |  |              | (2,321  | )             |  |              | (331    | )            |  |   | (3,138  | )  |  |   | 2,711   |    |
| Lossfrom jointventures                                                  |  |              | 441     |               |  |              | 73      |              |  |   | 874     |    |  |   | 195     |    |
| (Gain)loss from sale of property andequipment                           |  |              | — |               |  |              | (115    | )            |  |   | (1,007  | )  |  |   | 1,285   |    |
| Minorityinterest in net earnings ofUCRP                                 |  |              | 358     |               |  |              | 434     |              |  |   | 2,075   |    |  |   | 1,851   |    |
| Totalotherexpense                                                       |  |              | 27,656  |               |  |              | 33,178  |              |  |   | 85,353  |    |  |   | 91,533  |    |
| Netincome(loss)                                                         |  | $                 | 34,434  |               |  | $                 | 16,936  |              |  | $      | 24,418  |    |  | $      | (32,620 | )  |
|                                                                         |

Seeaccompanying notes.

5

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Universal City DevelopmentPartners, Ltd. and Subsidiaries

ConsolidatedStatement of Changes in Partners' 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 |  |                           | — |              |  |                                | — |                  |  |   | 8,666   |    |  |   | 8,666   |    |
| Partnerdistributions                                           |  |                           | (2,500  | )            |  |                                | (2,500  | )                |  |   | — |    |  |   | (5,000  | )  |
| Netincome                                                      |  |                           | 12,209  |              |  |                                | 12,209  |                  |  |   | — |    |  |   | 24,418  |    |
| Balance,September 26,2004                                      |  | $                              | 377,872 |              |  | $                                   | 377,872 |                  |  | $      | (7,817  | )  |  | $      | 747,927 |    |
|                                                                |

Seeaccompanying notes.

6

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements of CashFlows(Inthousands)

|                                                                                                            |  |                   |         |                   |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------|--|-------------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                                                                                       |  | NineMonths Ended  |
|                                                                                                       |  | September26, 2004 |         | September 27,2003 |
|                                                                                                       |  | (Unaudited)       |
| **Cashflows from operating activities**                                                                    |  |
| Net income(loss)                                                                                           |  | $                 | 24,418  |              |  | $      | (32,620 | )  |
| Adjustmentsto reconcile net income (loss) to net cash and cash equivalentsprovided by operatingactivities: |  |
| Depreciation                                                                                               |  |              | 89,777  |              |  |   | 99,648  |    |
| Amortizationof intangibleassets                                                                            |  |              | 1,087   |              |  |   | 1,085   |    |
| Amortizationof deferred financecosts                                                                       |  |              | 5,296   |              |  |   | 4,934   |    |
| Accretion ofbond discount                                                                                  |  |              | 624     |              |  |   | 416     |    |
| (Gain)loss on sale of property andequipment                                                                |  |              | (1,007  | )            |  |   | 1,285   |    |
| Changein fair value of interest rateswaps                                                                  |  |              | (3,138  | )            |  |   | 2,711   |    |
| Loss fromjointventures                                                                                     |  |              | 874     |              |  |   | 195     |    |
| Minorityinterest in net earnings ofUCRP                                                                    |  |              | 2,075   |              |  |   | 1,851   |    |
| Changes inoperating assets and liabilities:                                                                |  |
| Accountsreceivable,net                                                                                     |  |              | (2,467  | )            |  |   | 498     |    |
| Receivablesfrom relatedparties                                                                             |  |              | (725    | )            |  |   | 4,194   |    |
| Inventories,net                                                                                            |  |              | 117     |              |  |   | (1,137  | )  |
| Prepaidassets                                                                                              |  |              | (5,657  | )            |  |   | (6,363  | )  |
| Otherassets                                                                                                |  |              | (104    | )            |  |   | (1,145  | )  |
| Accountspayable and accruedliabilities                                                                     |  |              | 26,941  |              |  |   | 47,807  |    |
| Unearnedrevenue                                                                                            |  |              | 14,056  |              |  |   | 13,001  |    |
| Due toVivendi UniversalEntertainment                                                                       |  |              | 25,345  |              |  |   | 4,770   |    |
| Deferredspecial fees payable to Vivendi UniversalEntertainment                                             |  |              | 6,069   |              |  |   | 27,327  |    |
| Otherlong-termliabilities                                                                                  |  |              | 312     |              |  |   | 722     |    |
| Netcash and cash equivalents provided by operatingactivities                                               |  |              | 183,893 |              |  |   | 169,179 |    |
| **Cashflows from investing activities**                                                                    |  |
| Property andequipmentacquisitions                                                                          |  |              | (20,104 | )            |  |   | (39,687 | )  |
| Proceedsrelated to the settlement of capitalclaims                                                         |  |              | 400     |              |  |   | 14,500  |    |
| Proceeds relatedto the sale of property andequipment                                                       |  |              | 3,742   |              |  |   | 12,961  |    |
| Proceedsrelated to capitalreimbursement                                                                    |  |              | — |              |  |   | 10,926  |    |
| Distributionsfrom joint ventures,net                                                                       |  |              | 301     |              |  |   | (138    | )  |
| Netcash and cash equivalents used in investingactivities                                                   |  | $                 | (15,661 | )            |  | $      | (1,438  | )  |
|                                                                                                            |

Continuedon next page.

7

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Universal City Development Partners, Ltd.and Subsidiaries

Consolidated Statements of CashFlows (continued)(Inthousands)

|                                                                                  |  |                   |          |                   |  |        |          |         |  |  |
|----------------------------------------------------------------------------------|--|-------------------|----------|-------------------|--|--------|----------|---------|--|--|
|                                                                             |  | NineMonths Ended  |
|                                                                             |  | September26, 2004 |          | September 27,2003 |
|                                                                             |  | (Unaudited)       |
| **Cashflows from financing activities**                                          |  |
| Payments ofPartnerdistributions                                                  |  | $                 | (5,000   | )            |  | $      | (10,000  | )  |
| Distributionsof minority interest in equity ofUCRP                               |  |              | (2,270   | )            |  |   | (2,017   | )  |
| Proceeds frombondoffering                                                        |  |              | —  |              |  |   | 494,170  |    |
| Payments onlong-term borrowings, capital lease obligations and notes payable,net |  |              | (171,040 | )            |  |   | (488,952 | )  |
| Payments forfinancecosts                                                         |  |              | —  |              |  |   | (21,261  | )  |
| Netcash and cash equivalents used in financingactivities                         |  |              | (178,310 | )            |  |   | (28,060  | )  |
| Net(decrease) increase in cash and cashequivalents                               |  |              | (10,078  | )            |  |   | 139,681  |    |
| Cashand cash equivalents at beginning ofperiod                                   |  |              | 113,978  |              |  |   | 13,406   |    |
| Cashand cash equivalents at end ofperiod                                         |  | $                 | 103,900  |              |  | $      | 153,087  |    |
| **Supplementaldisclosures of non-cash information**                              |  |
| Decrease ininterest rate swapliability                                           |  | $                 | 11,804   |              |  | $      | 13,539   |    |
| Disposalof fully depreciatedassets                                               |  | $                 | 1,500    |              |  | $      | 87,072   |    |
|                                                                                  |

Seeaccompanying notes.

8

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Universal CityDevelopment Partners, Ltd. and Subsidiaries Notes to UnauditedConsolidated Financial Statements

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 was a subsidiary of Vivendi Universal S.A.(Vivendi), and Blackstone Capital Partners (Blackstone Capital).

On May 11, 2004, Vivendi, Universal Studios Holding III Corp.,General Electric Company (GE), National Broadcasting Company Holding,Inc. and National Broadcasting Company, Inc. (NBC) closed a transaction(the NBC Transaction) pursuant to which Vivendi contributed itsownership interests in USI, and in certain non-U.S. affiliates of USI(excluding, in each case, assets and businesses related to the musicand games businesses and certain other assets), to a subsidiary of NBC.As a result, NBC now owns a majority of the shares of, and controls,USI, and NBC owns a majority of the partnership interests in, andcontrols, Vivendi Universal Entertainment. In connection with the NBCTransaction, NBC has changed its name to NBC Universal, Inc. VivendiUniversal Entertainment's 50% ownership interest in UCDPLTD was not affected by the NBC Transaction. In addition, the50% ownership interest in UCDP LTD held by affiliates ofBlackstone Capital was not affected by the NBC Transaction.

Financial Instruments

The carrying amounts reported in theconsolidated balance sheets for cash and cash equivalents, accountsreceivable, accounts payable and accrued liabilities approximate fairvalue because of the immediate or short-term maturity of thesefinancial instruments.

9

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The estimated fair values of long-termborrowings and interest rate swaps subject to fair value disclosuresdetermined based on quotes from major financial institutions are asfollows (in thousands):

|                     |  |                   |           |                  |  |               |           |           |  |        |           |        |  |        |           |        |  |  |
|---------------------|--|-------------------|-----------|------------------|--|---------------|-----------|-----------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                |  | September26, 2004 |           | December 27,2003 |
|                |  | CarryingValue     |           | FairValue        |  | CarryingValue |           | FairValue |
|                |  | (Unaudited)       |           |             |  |          |
| Long-termborrowings |  | $                 | 1,003,840 |             |  | $             | 1,094,734 |      |  | $      | 1,175,440 |   |  | $      | 1,271,548 |   |
| Interestrate swaps  |  |              | 7,989     |             |  |          | 7,989     |      |  |   | 19,793    |   |  |   | 19,793    |   |
| Total               |  | $                 | 1,011,829 |             |  | $             | 1,102,723 |      |  | $      | 1,195,233 |   |  | $      | 1,291,341 |   |
|                     |

StockOptions

UCDP has participated in Vivendi's stock optionplan that has provided options to officers, directors and key employeesof UCDP. These stock options give UCDP employees the right to purchaseVivendi American Depository Shares at a set price (exercise price) orreceive cash for the difference between the market value and theexercise price on their stock options. All stock options have beengranted at market value. At December 27, 2003, UCDP had no liabilityrelated to vested options.

In connection with the NBCTransaction, Vivendi will not be providing new stock options toemployees of UCDP. Historically, UCDP has been responsible for theexpense and the cash payment related to these stock options grantedprior to the close of the NBC Transaction. However, as part of the NBCTransaction, this responsibility was transferred to Vivendi.Accordingly, stock options granted prior to the close of the NBCTransaction and exercised after the close of the NBC Transaction haveno future impact on UCDP's consolidated financial statements.

Period End

In prior periods, UCDP's fiscal quarterand year-end was the last Saturday of each period. In connection withthe NBC Transaction, UCDP changed the date of its fiscal quarter andyear-end. Starting this quarter, UCDP's fiscal quarter-end is thelast Sunday of the quarter, which is September  26, 2004. Inaddition, starting in 2004, UCDP's fiscal year-end will beDecember 31.

2.    Long-Term Borrowings

At September26, 2004, total long-term borrowings were approximately $1,003,840,000,which included $495,419,000 in bonds ($500,000,000, net of anunamortized discount of approximately $4,581,000) and approximately$508,421,000 under the JP Morgan credit facility (the Term Loan). Inaddition, at September 26, 2004, UCDP had approximately $92,188,000available under its revolving credit facilities.

During thethree and nine months ended September 26, 2004, respectively, UCDP madeprepayments of approximately $45,000,000 and $172,224,000 on the TermLoan, which were applied in forward order of maturity. These paymentsincluded $37,375,000 related to UCDP's required annual excesscash flow payment. These prepayments eliminated debt amortization onUCDP's Term Loan until December 31, 2005.

In May 2004,UCDP sold a small parcel of undeveloped land. The cost basis of theland equaled approximately $2,483,000. In connection with this sale,UCDP recorded a gain of approximately $1,282,000, which is included inthe financial results of the nine months ended September 26, 2004. UCDPused the proceeds from the land sale to prepay additional principal onthe Term Loan.

The Term Loan and bonds contain certain customarylimitations. The most restrictive limitations relate to the incurrenceof liens, additional indebtedness and maintenance of funded debt andinterest coverage ratios, among other restrictions. At September 26,2004, UCDP was in compliance with the financial terms.

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3.    Accounts Payable and AccruedLiabilities

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

|                          |  |                  |         |                 |  |        |         |        |  |  |
|--------------------------|--|------------------|---------|-----------------|--|--------|---------|--------|--|--|
|                     |  | September26,2004 |         | December27,2003 |
|                     |  | (Unaudited)      |         |            |
| Accountspayable          |  | $                | 10,758  |            |  | $      | 8,481   |   |
| Capitalexpenditures      |  |             | 3,698   |            |  |   | 20,455  |   |
| Marketingand advertising |  |             | 5,910   |            |  |   | 4,442   |   |
| Interest                 |  |             | 36,096  |            |  |   | 25,727  |   |
| Compensation andbenefits |  |             | 36,956  |            |  |   | 23,666  |   |
| Operatingaccruals        |  |             | 13,904  |            |  |   | 16,783  |   |
| Consultingfees           |  |             | 5,365   |            |  |   | 3,485   |   |
| Property and salestax    |  |             | 16,884  |            |  |   | 1,893   |   |
| Other                    |  |             | 6,389   |            |  |   | 4,087   |   |
| Total                    |  | $                | 135,960 |            |  | $      | 109,019 |   |
|                          |

4.    ComprehensiveIncome (Loss)

Comprehensive income (loss) is as follows (inthousands):

|                                                                 |  |                   |        |                   |  |                  |        |                  |  |        |        |        |  |        |         |         |  |  |
|-----------------------------------------------------------------|--|-------------------|--------|-------------------|--|------------------|--------|------------------|--|--------|--------|--------|--|--------|---------|---------|--|--|
|                                                            |  | ThreeMonths Ended |        | Nine MonthsEnded  |
|                                                            |  | September26,2004  |        | September 27,2003 |  | September26,2004 |        | September27,2003 |
|                                                            |  | (Unaudited)       |        | (Unaudited)       |
| Netincome (loss)                                                |  | $                 | 34,434 |              |  | $                | 16,936 |             |  | $      | 24,418 |   |  | $      | (32,620 | )  |
| Changein fair value of interest rate swaps designated as hedges |  |              | 1,585  |              |  |             | 6,995  |             |  |   | 8,666  |   |  |   | 16,250  |    |
| Comprehensiveincome (loss)                                      |  | $                 | 36,019 |              |  | $                | 23,931 |             |  | $      | 33,084 |   |  | $      | (16,370 | )  |
|                                                                 |

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, generated byUniversal Studios Florida and Universal's Islands of Adventure.These fees are subordinated to UCDP's Term Loan and bonds andbear interest at the prime rate. In addition, under UCDP's TermLoan and bonds, these fees may only be paid upon achievement of certainleverage ratios. The ratios related to the current portion of feesearned from Universal Studios Florida were met during the nine monthsended September 26, 2004. Accordingly, during the three and nine monthsended September 26, 2004, UCDP paid fees of $5,315,000 and $9,180,000,respectively, to Vivendi Universal Entertainment. In addition, atSeptember 26, 2004, the amount due to Vivendi Universal Entertainmentincluded $6,477,000 related to the current portion of fees payable toVivendi Universal Entertainment. Ratios related to the deferred portionof fees earned from Universal Studios Florida were also met during thethree months ended September 26, 2004. Accordingly, at September 26,2004, the amount due to Vivendi Universal Entertainment also included$10,935,000 related to the current portion of deferred fees payable toVivendi Universal Entertainment. At September 26, 2004 and December 27,2003, respectively, UCDP had long-term deferred special fees payable toVivendi Universal Entertainment of $143,507,000 and $137,438,000.

On March 31, 2004, UCDP paid a total of $5,000,000 in unrestricteddistributions to Vivendi Universal Entertainment and BlackstoneCapital.

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6.    Litigation

CapitalClaims

In the course of completion of the construction ofUniversal's Islands of Adventure (IOA), CityWalk and relatedsupport facilities, a number of claims were asserted by design firms,contractors, subcontractors and material suppliers for compensation notincluded in the final contract payouts (the Capital Claims). Suchclaims involved alleged extra work, alleged costs incurred due toextended project duration, alleged acceleration and similar causes ofaction. The settlement of the case described below concluded theresolution of all of the material Capital Claims against UCDP.

The general contractor of Seuss Landing at IOA (the GeneralContractor), filed suit in July 2000 alleging breach of contract byUCDP. The suit sought damages in excess of $25,000,000 and foreclosureof its lien against the project. The General Contractor latervoluntarily reduced its lien claim to approximately $20,650,000. UCDPdenied the substantive allegations of the claim and filed acounterclaim alleging fraudulent lien, breach of contract, breach ofreleases and other counts. The General Contractor later amended itscomplaint to add additional parties and additional claims. The partieshave entered into a Mutual Release and Settlement Agreement effectiveas of June 11, 2004. UCDP paid $9,600,000 pursuant to the SettlementAgreement on June 21, 2004. The General Contractor has released thelien and the case has been dismissed. The settlement payment was withinthe amount accrued for the loss contingency.

Marvel

OnJuly 16, 2003, Marvel Entertainment, Inc. and Marvel Characters, Inc.(Marvel) served a Demand for Arbitration for two claims. First, Marvelspecifically alleged that UCDP failed to include Marvel Elements in atleast 20% of its marketing exposure during the third and fourthyears subsequent to the opening of IOA (the Marketing Claim). In thesecond claim, Marvel alleged that UCDP breached the license agreementwith Marvel by failing to offer Marvel the Compensation Alternative, asdefined in the license agreement, and failing to honor Marvel'selection of the Compensation Alternative (the Compensation AlternativeClaim). Marvel was also seeking discovery of any other financialarrangements with licensors at IOA that might be relevant to theCompensation Alternative Claim. UCDP denied all of the materialallegations by Marvel and asserted numerous affirmative defenses. Afterselection of the arbitration panel, Marvel voluntarily withdrew theMarketing Claim, without prejudice. On October 29, 2004, Marvel sent aletter to the arbitration panel withdrawing the CompensationAlternative Claim and confirming the termination of the proceeding.

Ride & Show

On November 13, 2003, Ride & ShowEngineering, Inc. filed a Complaint For Patent Infringement, InjunctiveRelief and Damages (the Complaint) in the United States District Courtfor 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 Amended Complaint) naming theabove-referenced defendants as well as UCDP and another company,Oriental Land Co., Ltd., as additional defendants. On September 24,2003, a similar complaint was filed in the same court against otherdefendants, including entities that appear to be operators of amusementparks and amusement park rides, and designers and manufacturers ofamusement park rides. The Amended Complaint alleges that the nameddefendants have infringed U.S. Patent No. 5,527,221 (the Patent) byoperating, making, using, selling, advertising, and/or offering forsale in the United States amusement park rides that embody or otherwisepractice one or more of the claims of such patent or by otherwisecontributing to infringement or inducing others to infringe. TheAmended Complaint does not include specific allegations concerning thelocation or manner of alleged infringement. However, plaintiff'scounsel has advised UCDP that the allegations of the Amended Complaintrelate to rides located at UCDP's theme parks. UCDP filed amotion seeking to either dismiss the action or to transfer it to theMiddle District of Florida. On May 5, 2004, the United States DistrictCourt for the Central District of 

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California granted UCDP's Motion anddismissed, without prejudice, the case for improper venue. As a result,UCDP is no longer a party to this action. On May 21, 2004, UCDP filed aComplaint against Ride & Show Engineering, Inc. (Ride & Show)in the U.S. District Court for the Middle District of Florida.UCDP's Complaint contains counts for declaratory relief, breachof contract, conversion, unjust enrichment, constructive trust, andfraud. Among other things, UCDP's Complaint challenges Ride &Show's ownership of the subject Patent and the validity of thePatent. In addition, UCDP seeks a declaration by the Court that UCDPhas not infringed the Patent. UCDP also seeks damages for Ride &Show's use of the invention that is the subject of the Patent. OnJuly 19, 2004, Ride & Show filed a motion to dismiss UCDP'sComplaint and to transfer a portion of UCDP's declaratory reliefcount to the U.S. District Court for the Central District ofCalifornia. UCDP opposed the motion and on August 26, 2004 Ride &Show's motion was denied. On September 10, 2004 Ride & Showfiled its answer and counterclaim for Patent Infringement and Breach ofContract. On October  4, 2004 UCDP filed its answer to thecounterclaim denying all material allegations and asserting numerousaffirmative defenses. Because this case is in its early stages, it ispremature to assess the likelihood of any impact that this case mayhave on UCDP's financial position or the results ofoperations.

Other

UCDP is threatened with or involvedin various other legal actions and claims incidental to the conduct ofits business. Management does not expect a material impact to itsresults of operations, financial position or cash flows by reason ofthese actions.

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

OVERVIEW RELATED TOFINANCIAL RESULTS

Overall, our 2004 performance has benefitedfrom several factors, including a steady improvement in the tourismindustry, as well as the impact of our marketing programs and thesuccess of our new rides at Universal Studios Florida, includingRevenge of the Mummy, which opened in May 2004, and JimmyNeutron's Nicktoon Blast and Shrek 4-D, which both opened duringthe first half of 2003.

During the three months ended September2004, our paid admissions increased by approximately 8% from thesame period in 2003. This was driven by monthly admission records setin July and August, which offset the negative impact of four hurricaneshitting the state of Florida resulting in complete closure of our parksfor three days. This was the first time Central Florida had beendirectly hit by a hurricane in years. The strong paid admissionperformance helped us generate $27.1 million in additional revenue anda $17.5 million increase in our net income. Our paid admissions for thenine months ended September 2004 increased by approximately 13%from the same period in 2003. This led to $100.0 million in additionalrevenue and a $57.0 million increase in our net income during the ninemonths ended September 2004. The third quarter was the first time wehave generated net income on a rolling twelve-month basis since Islandsof Adventure opened in 1999. At September 26, 2004, we had $196.1million in cash and unused revolving credit, consisting of $103.9million in cash and $92.2 million available under our revolving creditfacilities. During the nine months ended September 2004, we madeprepayments of approximately $172.2 million on our senior securedcredit agreement, which reduced our total debt to $1,003.8 million atSeptember 26, 2004.

OWNERSHIP

Through several holdingpartnerships and limited liability companies, our ultimate owners, eachhaving a 50% interest, are Vivendi Universal Entertainment LLLP(Vivendi Universal Entertainment), an affiliate of Universal Studios,Inc. (USI), which in turn was a subsidiary of Vivendi Universal S.A.(Vivendi), and Blackstone Capital Partners (Blackstone Capital).

On May 11, 2004, Vivendi, Universal Studios Holding III Corp.,General Electric Company (GE), National Broadcasting Company Holding,Inc. and National Broadcasting Company, Inc. (NBC) closed a transaction(the NBC Transaction) pursuant to which Vivendi contributed itsownership interests in USI, and in certain non-U.S. affiliates of USI(excluding, in each case, assets and businesses related to the musicand games businesses and certain other assets), to a subsidiary of NBC.As a result, NBC now owns a majority of the shares of, and controls,USI, and NBC owns a majority of the partnership interests in, andcontrols, Vivendi Universal Entertainment. In connection with the NBCTransaction, NBC has changed its name to NBC Universal, Inc. (NBCUniversal). Vivendi Universal Entertainment's 50%ownership interest in us was not affected by the NBC Transaction. The50% ownership interest in us held by affiliates of BlackstoneCapital also was not affected by the NBC Transaction.

CRITICALACCOUNTING POLICIES AND ESTIMATES

In the ordinary course ofbusiness, we make a number of estimates and assumptions relating to thereporting of results of operations and financial condition in thepreparation of our consolidated financial statements in conformity withUnited States generally accepted accounting principles. 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. Besides what is disclosed within thisdocument, there have been no material developments with respect to thecritical accounting policies discussed in detail in our Form 10Q filedwith the Securities and Exchange Commission related to our quarterlyperiod ended June 2004.

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Litigation

We are currentlyinvolved in certain legal proceedings and, as required, have accruedthe low end of the estimated range of probable costs for the resolutionof these claims. This estimate has been developed in consultation withoutside counsel and is based upon an analysis of potential results,assuming a combination of litigation and settlement strategies. It ispossible, however, that future results of operations for any particularquarterly or annual period could be materially affected by changes inour assumptions or the effectiveness of our strategies related to theseproceedings. See Note 6 in Part 1, Item 1, Financial Statements andPart II, Item I, Legal Proceedings in this document for more detailedinformation on litigation exposure.

Period End

In priorperiods, our fiscal quarter and year-end was the last Saturday of eachrelated period. In connection with the NBC Transaction, we changed thedate of our fiscal quarter and year-end. Starting this quarter, ourfiscal quarter-end is the last Sunday of the quarter. In addition, in2004, our fiscal year-end will be December 31.

RESULTS OFOPERATIONS

|                                                                         |  |                   |         |                  |  |         |         |                |  |               |     |          |  |        |         |        |  |        |         |         |  |        |     |          |  |  |  |  |  |  |
|-------------------------------------------------------------------------|--|-------------------|---------|------------------|--|---------|---------|----------------|--|---------------|-----|----------|--|--------|---------|--------|--|--------|---------|---------|--|--------|-----|----------|--|--|--|--|--|--|
|                                                                    |  | ThreeMonths Ended |         | Nine MonthsEnded |  |
| (inthousands)                                                           |  | September2004     |         | September 2003   |  | %Change |         | September 2004 |  | September2003 |     | % Change |  |
| Paid Theme ParkAdmissions                                               |  |              | 3,499   |             |  |    | 3,246   |           |  |          | 8   | %   |  |   | 9,362   |   |  |   | 8,282   |    |  |   | 13  | %   |  |
| Operatingrevenues:                                                      |  |              |    |             |  |
| Theme park passrevenue                                                  |  | $                 | 132,520 |             |  | $       | 116,408 |           |  |          | 14  | %   |  | $      | 346,645 |   |  | $      | 293,446 |    |  |   | 18  | %   |  |
| Themepark food and beverage, theme park merchandise, and otherrevenue   |  |              | 114,009 |             |  |    | 103,049 |           |  |          | 11  | %   |  |   | 318,127 |   |  |   | 271,554 |    |  |   | 17  | %   |  |
| Totaloperatingrevenues                                                  |  |              | 246,529 |             |  |    | 219,457 |           |  |          | 12  | %   |  |   | 664,772 |   |  |   | 565,000 |    |  |   | 18  | %   |  |
| Costsand operating expenses:                                            |  |              |    |             |  |
| Theme parkoperations                                                    |  |              | 41,563  |             |  |    | 37,698  |           |  |          | (10 | %)  |  |   | 117,110 |   |  |   | 113,376 |    |  |   | (3  | %)  |  |
| Themepark selling, general andadministrative                            |  |              | 32,935  |             |  |    | 24,887  |           |  |          | (32 | %)  |  |   | 126,234 |   |  |   | 100,483 |    |  |   | (26 | %)  |  |
| Themepark cost of productssold                                          |  |              | 31,509  |             |  |    | 27,020  |           |  |          | (17 | %)  |  |   | 82,457  |   |  |   | 71,072  |    |  |   | (16 | %)  |  |
| Specialfee payable to Vivendi Universal Entertainment and consultantfee |  |              | 15,967  |             |  |    | 14,107  |           |  |          | (13 | %)  |  |   | 42,528  |   |  |   | 35,805  |    |  |   | (19 | %)  |  |
| Depreciationandamortization                                             |  |              | 29,544  |             |  |    | 35,503  |           |  |          | 17  | %   |  |   | 90,864  |   |  |   | 100,733 |    |  |   | 10  | %   |  |
| Other                                                                   |  |              | 32,921  |             |  |    | 30,128  |           |  |          | (9  | %)  |  |   | 95,808  |   |  |   | 84,618  |    |  |   | (13 | %)  |  |
| Totalcosts and operatingexpenses                                        |  |              | 184,439 |             |  |    | 169,343 |           |  |          | (9  | %)  |  |   | 555,001 |   |  |   | 506,087 |    |  |   | (10 | %)  |  |
| Operatingincome                                                         |  |              | 62,090  |             |  |    | 50,114  |           |  |          | 24  | %   |  |   | 109,771 |   |  |   | 58,913  |    |  |   | 86  | %   |  |
| Otherexpenses                                                           |  |              | 27,656  |             |  |    | 33,178  |           |  |          | 17  | %   |  |   | 85,353  |   |  |   | 91,533  |    |  |   | 7   | %   |  |
| Netincome(loss)                                                         |  | $                 | 34,434  |             |  | $       | 16,936  |           |  |          | 103 | %   |  | $      | 24,418  |   |  | $      | (32,620 | )  |  |   | 175 | %   |  |
|                                                                         |

ThreeMonths Ended September 2004 Compared to Three Months Ended September2003

Paid Theme Park Admissions increased 8%. This wasgenerated by new monthly admission records in July and August, offsetby the negative impact of four hurricanes hitting the state of Florida,which required us to close our parks for three days. This was the firsttime Central Florida was directly hit by a hurricane in years. Inaddition, except for a one-day closing in 1999, this was the first timethat we have closed our parks for a full day since we opened in 1990.The overall admission increase reflects an improvement in the tourismindustry, as well as the impact of our marketing programs and thesuccess of our new ride at Universal Studios Florida, Revenge of theMummy, which opened in May 2004. This increase occurred in both ourinternational and outer United States point of origin markets, whichgenerated growth of 22% and 4%, respectively. Based onthe seasonality of our theme park admissions, these results are notnecessarily indicative of the results for the full year.

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The favorable results from Theme Park PassRevenue were driven by higher theme park admissions and selectiveincreases in theme park pass prices, which occurred in January andApril of 2004. The increase in Theme Park Food and Beverage, Theme ParkMerchandise and Other Revenue was primarily due to $2.6 million and$3.1 million, respectively, in increased theme park food and beverageand theme park merchandise revenue generated primarily by higher themepark admissions and guest per capita spending. In addition, we had $2.5million in additional revenue related to the timing of pass holderredemptions; $1.2 million in additional revenue from Universal Parks& Resorts Vacations; and $1.0 million in additional revenue fromour CityWalk venues (including UCRP).

In connection withfavorable paid admissions, volume related expenses increased. ThemePark Operations were unfavorable, which was primarily due $1.3 millionrelated to both the increase in admissions and training our personneland operating our new ride and $1.2 million related to the timing ofride maintenance. The increase in Theme Park Selling, General andAdministrative was largely due to $3.0 million in costs related to thehurricanes, $2.8 million in additional accruals related to ourlong-term growth incentive and bonus plans and $2.3 million related toadditional marketing. As a percentage of theme park food and beverageand merchandise revenue, Cost of Products Sold increased to51.7% in 2004 from 48.8% in 2003. This was principallydue to recording an additional provision for merchandise inventory of$2.0 million. Depreciation and Amortization continued to be favorableprimarily due to a reduction of depreciation related to certain assetswith lives of 5 years becoming fully depreciated during 2004. OtherCosts and Operating Expenses also increased, which was primarily due to$1.0 million at our CityWalk venues related to revenue growth(including UCRP); and $0.7 million related to revenue growth fromUniversal Parks & Resorts Vacations. Other Expenses were favorablelargely due to interest expense, which was impacted by prepaying morethan $172.0 million on our senior secured credit agreement during thelast twelve months and a reduction in the notional amounts related tointerest swaps with high fixed interest rates.

Nine MonthsEnded September 2004 Compared to Nine Months Ended September 2003

Paid Theme Park Admissions increased 13%, which reflects anoverall improvement in the tourism industry, as well as the impact ofour marketing programs and the success of our new rides at UniversalStudios Florida, including Revenge of the Mummy, which opened in thenine months ended September 2004, and Jimmy Neutron's NicktoonBlast and Shrek 4-D, which both opened during the first half of 2003.This increase also covers the negative impact of several hurricaneshitting Central Florida during August and September of 2004, whichrequired us to close our parks for three days. Except for a one-dayclosing in 1999, this was the first time that we have closed our parksfor a full day since we opened in 1990. All our point of origin marketscontinue to show improvement versus 2003, including growth of24%, 10%, and 6%, respectively, in ourinternational, outer United States, and Florida markets. Based on theseasonality of our theme park admissions, these results are notnecessarily indicative of the results for the full year.

ThemePark Pass Revenue was favorable due to higher theme park paidadmissions and selective increases in theme park pass prices, whichoccurred in January and April of 2004. Theme Park Food and Beverage,Theme Park Merchandise and Other Revenue was also favorable. This wasprimarily due to $10.9 million and $10.4 million, respectively, inincreased theme park food and beverage and theme park merchandiserevenue generated both by higher theme park admissions and guest percapita spending. In addition, we had $7.1 million in additional revenuefrom our CityWalk venues (including UCRP); $6.5 million in additionalrevenue related to passes that allow guests value-added access to ourrides; $4.7 million in additional revenue from Universal Parks &Resorts Vacations; $4.0 million in incremental special event business;$2.9 million in additional revenue related to the timing of pass holderredemptions; and $1.1 million from additional parking revenue.

Our favorable results from paid admissions also directly impactedsome of our expenses. Theme Park Operations increased, which waslargely due to $2.7 million related to both an increase in admissionsand training our personnel and operating our new rides. The increase inTheme Park Selling, General and Administrative was primarily due to$10.3 million in additional accruals related to our long-term growthincentive and bonus plans; $9.4 million related to additionalmarketing; and $3.0 million in costs related to the hurricanes. As apercentage of theme park food and beverage and 

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merchandise revenue, Cost of Products Soldwas consistent at 50.7%, in spite of recording an additionalprovision for merchandise inventory of $2.0 million. Depreciation andAmortization was favorable largely due to a reduction of depreciationrelated to certain assets with lives of 5 years becoming fullydepreciated during the nine months ended September 2004. Other Costsand Operating Expenses increased, which was principally due to $4.6million related to revenue growth at our CityWalk venues (includingUCRP); $3.3 million related to revenue growth from Universal Parks& Resorts Vacations; and $1.6 million related to increased revenuefrom special events. Other Expenses was favorable primarily due tochanges in the fair market value of our interest swaps.

EBITDAand Lender EBITDA

We have included EBITDA because it is used bysome investors as a measure of our ability to service debt. Inaddition, we have included Lender EBITDA because it is used in oursenior secured credit agreement to determine our quarterly compliancewith our funded debt ratio and the interest coverage ratio, which iscomputed based on the prior twelve months. We believe our seniorsecured credit agreement is a material agreement as it represents acritical component of our capital structure and an important source ofour liquidity. Our failure to comply with the financial maintenancecovenants in our senior secured credit agreement would likely result inan event of default occurring under our senior secured credit agreementwhich would give our lenders the right to accelerate and declareimmediately due and payable all of the indebtedness then outstandingunder that agreement. EBITDA represents earnings before interest, taxesand depreciation and amortization. Lender EBITDA represents EBITDA pluscertain adjustments allowed by our senior secured credit agreement,primarily the deferred portion of the special fees payable to VivendiUniversal Entertainment. EBITDA and Lender EBITDA are not prepared inaccordance with United States generally accepted accounting principlesand should not be considered as alternatives for net income, net cashprovided by operating activities and other consolidated income or cashflow statement 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 comparable to similarly titledmeasures reported by other companies. The following is a reconciliationof net cash provided by operating activities to EBITDA and LenderEBITDA:

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|                                                                                   |  |                   |         |                   |  |                   |         |                |  |               |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------|--|-------------------|---------|-------------------|--|-------------------|---------|----------------|--|---------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                              |  | ThreeMonths Ended |         | Nine Months Ended |  | TwelveMonthsEnded |
| (inthousands)                                                                     |  | September2004     |         | September2003     |  | September2004     |         | September 2003 |  | September2004 |
| Cash and cash equivalents provided by operatingactivities                         |  | $                 | 75,467  |              |  | $                 | 83,005  |           |  | $             | 183,893 |    |  | $      | 169,179 |    |  | $      | 157,462 |    |
| Adjustments:                                                                      |  |              |    |              |  |
| Interestexpense                                                                   |  |              | 29,419  |              |  |              | 33,434  |           |  |          | 87,291  |    |  |   | 86,035  |    |  |   | 120,283 |    |
| Interestincome                                                                    |  |              | (241    | )            |  |              | (317    | )         |  |          | (742    | )  |  |   | (544    | )  |  |   | (1,029  | )  |
| Amortizationof deferred financecosts                                              |  |              | (1,704  | )            |  |              | (2,265  | )         |  |          | (5,296  | )  |  |   | (4,934  | )  |  |   | (7,202  | )  |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |              | (5,287  | )            |  |              | (9,357  | )         |  |          | (19,050 | )  |  |   | (23,751 | )  |  |   | (25,919 | )  |
| Interestpayable on deferred special fee payable to Vivendi UniversalEntertainment |  |              | (1,777  | )            |  |              | (1,246  | )         |  |          | (4,431  | )  |  |   | (3,576  | )  |  |   | (5,769  | )  |
| Gain(loss) on sale of property andequipment                                       |  |              | — |              |  |              | 115     |           |  |          | 1,007   |    |  |   | (1,285  | )  |  |   | 1,007   |    |
| Lossfrom jointventures                                                            |  |              | (441    | )            |  |              | (73     | )         |  |          | (874    | )  |  |   | (195    | )  |  |   | (1,160  | )  |
| Accretionof bonddiscount                                                          |  |              | (208    | )            |  |              | (208    | )         |  |          | (624    | )  |  |   | (416    | )  |  |   | (833    | )  |
| Minorityinterest in net earnings ofUCRP                                           |  |              | (358    | )            |  |              | (434    | )         |  |          | (2,075  | )  |  |   | (1,851  | )  |  |   | (2,232  | )  |
| Changein workingcapital                                                           |  |              | (4,035  | )            |  |              | (17,429 | )         |  |          | (40,406 | )  |  |   | (62,347 | )  |  |   | 6,743   |    |
| EBITDA                                                                            |  |              | 90,835  |              |  |              | 85,225  |           |  |          | 198,693 |    |  |   | 156,315 |    |  |   | 241,351 |    |
| Adjustments:                                                                      |  |              |    |              |  |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |              | 10,602  |              |  |              | 9,357   |           |  |          | 28,230  |    |  |   | 23,751  |    |  |   | 35,099  |    |
| Paymentof special fees to Vivendi UniversalEntertainment                          |  |              | (5,315  | )            |  |              | — |           |  |          | (9,180  | )  |  |   | — |    |  |   | (9,180  | )  |
| Paymentof financingexpenses                                                       |  |              | — |              |  |              | — |           |  |          | — |    |  |   | 860     |    |  |   | — |    |
| Distributionsfrom joint ventures,net                                              |  |              | 211     |              |  |              | (138    | )         |  |          | 301     |    |  |   | (138    | )  |  |   | 1,586   |    |
| Lossfrom jointventures                                                            |  |              | 441     |              |  |              | 73      |           |  |          | 874     |    |  |   | 195     |    |  |   | 1,160   |    |
| ConsolidationofUCRP                                                               |  |              | 207     |              |  |              | 134     |           |  |          | (798    | )  |  |   | (875    | )  |  |   | (762    | )  |
| LenderEBITDA                                                                      |  | $                 | 96,981  |              |  | $                 | 94,651  |           |  | $             | 218,120 |    |  | $      | 180,108 |    |  | $      | 269,254 |    |
|                                                                                   |

LIQUIDITYAND CAPITAL RESOURCES

Historically, our principal source ofliquidity has been cash flow generated from operations, and ourprincipal liquidity requirements have been for capital expenditures,debt retirement, and working capital. During the nine months endedSeptember 2004 and 2003, respectively, net cash provided by operatingactivities was $183.9 million and $169.2 million. This increase, whichtotaled $14.7 million, was primarily driven by increasing our netincome by $57.0 million; offset by a $9.6 million legal settlementpayment; $9.2 million in payments of special fees to Vivendi UniversalEntertainment; the timing related to our working capital; the impact ofour interest rate swaps; and lower depreciation in 2004.

Duringthe nine months ended September 2004, net cash used in investingactivities totaled $15.7 million, which consisted primarily of $20.1million in capital expenditures, offset by $3.8 million in cashreceived from a land sale. We expect to spend a total of $41.9 millionon capital projects during 2004, compared to $53.5 million spent oncapital projects during 2003. During the nine months ended September2003, net cash used in investing activities totaled $1.4 million, whichconsisted of $39.7 million in capital expenditures, offset primarily by$37.9 million in cash flows from one-time items. These cash inflowsincluded $10.9 million in cost-sharing reimbursement proceeds fromUniversal 

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Studios Japan related to the design andtechnology of The Amazing Adventures of Spider-Man ride; $12.5 millionin proceeds related to selling 81 acres of undeveloped land; and $14.5million in proceeds related to a 2002 capital claims settlement.

During the nine months ended September 2004, net cash used forfinancing activities was $178.3 million, which primarily includedprepayments of $172.2 million on our senior secured credit agreementand partner distributions of $5.0 million. These debt prepayments wereapplied in forward order of maturity and included $37.4 million relatedto our required annual excess cash flow payment. As a result, principalamortization on our senior credit agreement was eliminated untilDecember 31, 2005. During the nine months ended September 2003, netcash used for financing activities was $28.1 million. This primarilyrelated to the offering of the bonds; payments on our senior securedcredit agreement; and payment of $10.0 million in unrestricteddistributions to Vivendi Universal Entertainment and Blackstone.

At September 26, 2004, our total debt was $1,003.8 million, whichincluded $495.4 million outstanding under our bonds ($500.0 million,net of a remaining discount of $4.6 million) and $508.4 millionoutstanding under our senior secured credit agreement. At September 26,2004, we also had $196.1 million in cash and unused revolving credit,consisting of $103.9 million in cash and $92.2 million available underour revolving credit facilities. Our senior secured credit agreementand bonds contain certain customary limitations. The most restrictivelimitations relate to the incurrence of liens, additional indebtednessand maintenance of funded debt and interest coverage ratios, amongother restrictions. At September 26, 2004, we were in compliance withall the financial terms.

Under the terms of our partnershipagreement, a special fee is payable to Vivendi Universal Entertainmentequal to 5% of revenue, as defined, generated by UniversalStudios Florida and Universal's Islands of Adventure. Deferredspecial fees bear interest at the prime rate. The special fee generatedfrom Universal's Islands of Adventure since its opening has beenand will continue to be deferred until Blackstone Capital receivesequity distributions from the operating profits generated fromUniversal's Islands of Adventure in an aggregate amount equal to$234.7 million. Since this distribution amount has not been met, atSeptember 26, 2004 and December 27, 2003, respectively, we had deferredspecial fees payable to Vivendi Universal Entertainment related toUniversal's Islands of Adventure of $95.0 million and $79.2million. In addition, the special fee generated from Universal StudiosFlorida may only be paid upon achievement of certain leverage ratios.The current portion of special fees related to Universal StudiosFlorida may only be paid if our funded debt ratio is 5.0 to 1.0 orless, which was met during the nine months ended September 2004.Accordingly, during the nine months ended September 2004, we paid feesof $9.2 million to Vivendi Universal Entertainment. In addition, atSeptember 26, 2004, our consolidated balance sheet included $6.5million classified as current liabilities related to the currentportion of the special fees payable to Vivendi Universal Entertainment.Deferred special fees related to Universal Studios Florida may only bepaid if our funded debt ratio is 4.0 to 1.0 or less, which was metduring the three months ended September 2004. Accordingly, at September26, 2004, our consolidated balance sheet included $10.9 millionclassified as current liabilities related to the deferred portion ofthe special fees payable to Vivendi Universal Entertainment. Inaddition, at September 26, 2004 and December 27, 2003, respectively, wehad long-term deferred special fees payable to Vivendi UniversalEntertainment related to Universal Studios Florida of $48.5 million and$58.2 million.

We believe that funds generated from operationsand available borrowing capacity will be adequate to fund our debtservice requirements, capital expenditures and working capitalrequirements for the near future. We believe that our current financialposition and financing options will provide flexibility in financingactivities and permit us to respond to changing conditions. We cannotassure you, however, that our business will generate sufficient cashflow from operations or that future borrowings will be available to usunder our new revolving credit facility in an amount sufficient toenable us to pay our indebtedness, or to fund our other liquidityneeds. Our ability to continue to fund these items and continue toreduce debt could be adversely affected by the occurrence ofunfavorable events.

We are exposed to market risks relating tofluctuations in interest rates. Our practice is to utilize derivativefinancial instruments to manage a portion of these interest rate risks.At September 26, 

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2004, we had four interest-rate swapagreements outstanding with an aggregate notional debt amount of $184.8million that qualified for hedge accounting treatment in accordancewith Statement of Financial 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 thenine months ended September 2004, the fair value of these interest rateswaps increased by $8.7 million, which was recorded as a change in fairvalue of interest rate swaps in our comprehensive income and reducedthe liability recorded on our consolidated balance sheet

AtSeptember 26, 2004, we also had two swap agreements with an aggregatenotional debt amount of $300.0 million that did not qualify for hedgeaccounting treatment under SFAS 133. During the nine months endedSeptember 2004, the fair value of these interest rate swaps increasedby $3.1 million, which was recorded as a change in fair value ofinterest rate swaps in our consolidated income statement and reducedthe liability recorded on our consolidated balance sheet.

We areexposed 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 has granted stock options to certain of our key employees.These stock options give our employees the right to purchase VivendiAmerican Depository Shares at a set price (exercise price) or receivecash for the difference between the market value and the exercise priceon their vested stock options. In connection with the NBC Transaction,Vivendi will not be providing new stock options to our employees afterthe close of the NBC Transaction. Historically, we have beenresponsible for the expense and the cash payment related to these stockoptions granted prior to the close of the NBC Transaction. Accordingly,if one of our employees were to exchange their options for the cashdifference between the grant price and market price, we would have paidthis difference directly to the employee. However, as part of the NBCTransaction, this responsibility was transferred to Vivendi.Accordingly, stock options granted prior to the close of the NBCTransaction and exercised after the close of the NBC Transaction willhave no future impact on our consolidated financial statements.

We have a long-term growth incentive plan to provide certain of oursenior officers the opportunity to benefit from our growth in value andto provide incentives to those employees to contribute to the successof our business. 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's ownership interests in us. If a change of our ownershipoccurs, the payout value is computed based upon the sales price of theownership change. If January 1, 2005 occurs prior to such an ownershipchange, the payout value is calculated based upon an earnings multiplefrom the financial results generated during 2004. We accrue theestimated payout value using the straight-line method over the term ofthe plan based on the assumption that January 1, 2005 occurs prior toan ownership change. Due to our favorable results, during the three andnine months ended September 2004, respectively, we increased ouraccrual related to the value of the outstanding Value AppreciationRights by $1.4 million and $8.1 million, which gave us an endingaccrual balance of $10.3 million at September 26, 2004.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements appearing in this report are"forward-looking statements." Forward-lookingstatements include statements concerning our plans, objectives, goals,strategies, future events, future revenue or performance, capitalexpenditures, financing needs, plans or intentions relating toacquisitions, business trends and other information that is nothistorical information. When used in 

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this report, 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 Vivendi UniversalEntertainment and its affiliates; the loss of key distribution channelsfor pass sales; competition within the Orlando theme park market;publicity associated with accidents occurring at theme parks; the lossof material 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.

ITEM 3.    Quantitative and Qualitative DisclosureAbout Market Risk

See Item 2. Management's Discussion andAnalysis of Financial Condition and Results of Operations

ITEM4.    Controls and Procedures

Universal City DevelopmentPartners, Ltd.

The management of Universal City DevelopmentPartners, Ltd. (UCDP) carried out an evaluation, with the participationof UCDP's Principal Executive Officer and Principal FinancialOfficer, of the effectiveness of UCDP's disclosure controls andprocedures as of the end of the period covered by this report. Basedupon that evaluation, UCDP's Principal Executive Officer andPrincipal Financial Officer concluded that UCDP's disclosurecontrols and procedures were effective to ensure that informationrequired to be disclosed by UCDP in the reports that it files orsubmits 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 was not any change in UCDP'sinternal control over financial reporting during the quarter endedSeptember, 2004 that has materially affected, or is reasonably likelyto materially affect, UCDP's internal control over financialreporting.

UCDP Finance, Inc.

The management of UCDPFinance, Inc. (Finance) carried out an evaluation, with theparticipation of Finance's Principal Executive Officer andPrincipal Financial Officer, of the effectiveness of Finance'sdisclosure controls and procedures as of the end of the period coveredby this report. Based upon that evaluation, Finance's PrincipalExecutive Officer and Principal Financial Officer concluded thatFinance's disclosure controls and procedures were effective toensure that information required to be disclosed by Finance in thereports that it files or submits under the Securities Exchange Act of1934 is recorded, processed, summarized and reported within the timeperiods specified in the rules, regulations and forms promulgated bythe Securities and Exchange Commission.

There was not any changein Finance's internal control over financial reporting during thequarter ended September, 2004 that has materially affected, or isreasonably likely to materially affect, Finance's internalcontrol over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.    Legal Proceedings

Capital Claims

Inthe course of completion of the construction of Universal'sIslands of Adventure (IOA), CityWalk and related support facilities, anumber of claims were asserted by design firms, contractors,subcontractors and material suppliers for compensation not included inthe final contract payouts (the Capital Claims). Such claims involvedalleged extra work, alleged costs incurred due to extended projectduration, alleged acceleration and similar causes of action. Thesettlement of the case described below concluded the resolution of allof the material Capital Claims against us.

The generalcontractor of Seuss Landing at IOA (the General Contractor), filed suitin July 2000 alleging breach of contract by us. The suit sought damagesin excess of $25.0 million and foreclosure of its lien against theproject. The General Contractor later voluntarily reduced its lienclaim to approximately $20.7 million. We denied the substantiveallegations of the claim and filed a counterclaim alleging fraudulentlien, breach of contract, breach of releases and other counts. TheGeneral Contractor later amended its complaint to add additionalparties and additional claims. The parties have entered into a MutualRelease and Settlement Agreement effective as of June 11, 2004. We paid$9.6 million pursuant to the Settlement Agreement on June 21, 2004. TheGeneral Contractor has released the lien and the case has beendismissed. The settlement payment was within the amount accrued for theloss contingency.

Marvel

On July 16, 2003, MarvelEntertainment, Inc. and Marvel Characters, Inc. (Marvel) served aDemand for Arbitration for two claims. First, Marvel specificallyalleged that we failed to include Marvel Elements in at least20% of its marketing exposure during the third and fourth yearssubsequent to the opening of IOA (the Marketing Claim). In the secondclaim, Marvel alleged that we breached the license agreement withMarvel by failing to offer Marvel the Compensation Alternative, asdefined in the license agreement, and failing to honor Marvel'selection of the Compensation Alternative (the Compensation AlternativeClaim). Marvel was also seeking discovery of any other financialarrangements with licensors at IOA that might be relevant to theCompensation Alternative Claim. We have denied all of the materialallegations by Marvel and asserted numerous affirmative defenses. Afterselection of the arbitration panel, Marvel voluntarily withdrew theMarketing Claim, without prejudice. On October 29, 2004, Marvel sent aletter to the arbitration panel withdrawing the CompensationAlternative Claim and confirming the termination of the proceeding.

Ride & Show

On November 13, 2003, Ride & ShowEngineering, Inc. filed a Complaint For Patent Infringement, InjunctiveRelief and Damages (the Complaint) in the United States District Courtfor 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 Amended Complaint) naming theabove-referenced defendants as well as us and another company, OrientalLand Co., Ltd., as additional defendants. On September 24, 2003, asimilar complaint 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 (the Patent) by operating, making,using, selling, advertising, and/or offering for sale in the UnitedStates amusement park rides that embody or otherwise practice one ormore of the claims of such patent or by otherwise contributing toinfringement or inducing others to infringe. The Amended Complaint doesnot include specific allegations concerning the location or manner ofalleged infringement. However, plaintiff's counsel has advised usthat the allegations of the Amended Complaint relate to rides locatedat our theme parks. 

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We filed a motion seeking to either dismissthe action or to transfer it to the Middle District of Florida. On May5, 2004, the United States District Court for the Central District ofCalifornia granted our Motion and dismissed, without prejudice, thecase for improper venue. As a result, we are no longer a party to thisaction. On May 21, 2004, we filed a Complaint against Ride & ShowEngineering, Inc. (Ride & Show) in the U.S. District Court for theMiddle District of Florida. Our Complaint contains counts fordeclaratory relief, breach of contract, conversion, unjust enrichment,constructive trust, and fraud. Among other things, our Complaintchallenges Ride & Show's ownership of the subject Patent andthe validity of the Patent. In addition, we seek a declaration by theCourt that we have not infringed the Patent. We also seek damages forRide & Show's use of the invention that is the subject of thePatent. On July 19, 2004, Ride & Show filed a motion to dismiss ourComplaint and to transfer a portion of our declaratory relief count tothe U.S. District Court for the Central District of California. Weopposed the motion and on August 26, 2004 Ride & Show'smotion was denied. On September 10, 2004 Ride & Show filed itsanswer and counterclaim for Patent Infringement and Breach of Contract.On October 4, 2004 we filed our answer to the counterclaim denying allmaterial allegations and asserting numerous affirmative defenses.Because this case is in its early stages, it is premature to assess thelikelihood of any impact that this case may have on our financialposition or the results of operations.

Other

We arethreatened with or involved in various other legal actions and claimsincidental to the conduct of its business. We do not expect a materialimpact to our results of operations, financial position or cash flowsby reason of these actions.

ITEM 5.    Other Information

Park Advisory Board

In connection with the transaction withNational Broadcasting Company, Inc. (the NBC Transaction), Michael E.Corcoran will be stepping down from our Park Advisory Board and AuditCommittee. At this point, a timeline for his departure and areplacement have not been decided.

Insurance

Historically, our insurance was provided by Vivendi S.A., for whichwe were allocated charges for premium payments. Our deductibles andretentions varied from year to year based upon a financial analysis ofthen current premiums and cost of capital. The insurance includedexcess liability, fire and extended coverage, workers'compensation, terrorist, business interruption and other forms ofinsurance of types and in amounts typical for businesses in thisindustry. In connection with the NBC Transaction, most of our insuranceis now provided by General Electric Company through NBC Universal, Inc.The total amount of property insurance coverage has increasedsubstantially, as have some deductibles.

ITEM6.    Exhibits

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|-----|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.1 |  | Amendedand Restated Agreement of Limited Partnership of Universal CityDevelopment Partners, Ltd., dated as of June 5, 2002, between UniversalCity Florida Holding Co. II, as sole general partner, and UniversalCity Florida Holding Co. I, as sole limited partner (previously filedunder the corresponding exhibit of Amendment No.  1 to theRegistration Statement on Form S-4 of the Registrants filedSeptember  10, 2003). |
| 3.2 |  | Articles ofIncorporation of UCDP Finance, Inc. (previously filed under thecorresponding exhibit of Amendment No.  1 to the RegistrationStatement on Form  S-4 of the Registrants filed September 10,2003).                                                                                                                                                                                                                      |
|     |

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |
|------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.3  |  | Bylaws of UCDP Finance,Inc. (previously filed under the corresponding exhibit of AmendmentNo.  1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003).                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.1  |  | Indenture dated as of March 28, 2003, amongUniversal City Development Partners, Ltd. and UCDP Finance, Inc., asissuers, and The Bank of New York, as trustee, as amended, relating tothe Registrants' 113⁄4% senior notes due 2010(previously filed under the corresponding exhibit of AmendmentNo.  1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003).                                                                                                                                                                                 |
| 4.2  |  | Registration Rights Agreement dated as of March28, 2003, among Universal City Development Partners, Ltd., UCDPFinance, Inc., J.P. Morgan Securities Inc., Banc of America SecuritiesLLC, Credit Suisse First Boston LLC, Scotia Capital (USA) Inc. andWachovia Securities, Inc. (previously filed under the correspondingexhibit of Amendment No.  1 to the Registration Statement on FormS-4 of the Registrants filed September 10, 2003).                                                                                                                                        |
| 4.3  |  | Subordination Agreement dated as of March 28,2003, among Universal City Development Partners, Ltd., VivendiUniversal Entertainment LLLP, Vivendi Universal Entertainment,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 RegistrationStatement on Form S-4 of the Registrants filed September 10,2003). |
| 31.1 |  | Certification of PrincipalExecutive Officer of Universal City Development Partners, Ltd. Pursuantto Rule 15d-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.2 |  | Certification ofPrincipal Financial Officer of Universal City Development Partners,Ltd. Pursuant to Rule  15d-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.3 |  | Certification of Principal Executive Officer ofUCDP Finance, Inc. Pursuant to Rule  15d-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.4 |  | Certification of Principal Financial Officer ofUCDP Finance, Inc. Pursuant to Rule  15d-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.1 |  | Certification of Principal Executive Officer ofUniversal City Development Partners, Ltd. Pursuant to 18 U.S.C. Section1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.2 |  | Certification of PrincipalFinancial Officer of Universal City Development Partners, Ltd. Pursuantto 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.3 |  | Certification of Principal Executive Officer ofUCDP Finance, Inc. Pursuant to 18  U.S.C. Section1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.4 |  | Certification of PrincipalFinancial Officer of UCDP Finance, Inc. Pursuant to 18  U.S.C.Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |

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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.

|                       |  |                                                                                                             |  |                      |  |  |  |  |  |  |
|-----------------------|--|-------------------------------------------------------------------------------------------------------------|--|----------------------|--|--|--|--|--|--|
|                  |  | UNIVERSALCITY DEVELOPMENT PARTNERS, LTD.                                                                    |
| Date: November 9,2004 |  | By:                                                                                                         |  | /s/ Michael J. Short |
|                  |  | Name:   Michael J.Short Title:    Principal Financial Officer            |
|                  |  | UCDP FINANCE,INC.                                                                                           |
| Date: November 9,2004 |  | By:                                                                                                         |  | /s/ Michael J. Short |
|                  |  | Name:   Michael J.Short Title:    Treasurer (Principal FinancialOfficer) |
|                       |

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