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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWASHINGTON, D.C.20549

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FORM10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d)OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period endedJune 26, 2004

Commission filenumber 333-108661

UNIVERSAL CITY DEVELOPMENTPARTNERS, LTD.

UCDP FINANCE,INC.*(Exact name ofRegistrants as specified in theircharters)

|                                                                                  |  |        |  |                                                           |  |  |  |  |  |  |
|----------------------------------------------------------------------------------|--|--------|--|-----------------------------------------------------------|--|--|--|--|--|--|
| **FloridaFlorida**(Stateor other jurisdictionof incorporation ororganization)    |  |   |  | **59-312851442-1581381**(I.R.S.employeridentificationno.) |
| **1000Universal Studios PlazaOrlando, FL**(Addressof principal executiveoffices) |  |   |  | **32819-7610**(Zipcode)                                   |
|                                                                                  |

(407)363-8000

(Registrants' telephonenumber, including area code)

Indicate bycheck mark whether the Registrants (1) have filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) have beensubject to such filing requirements for the past 90days.

    Yes        No

Indicateby check mark whether the Registrants are accelerated filers (asdefined in Rule 12b-2 of the ExchangeAct).

    Yes        No

Indicatethe number of shares outstanding of each of the Registrants'classes of common stock: As of August 9, 2004 there were 100 shares ofcommon stock of UCDP Finance, Inc. outstanding; Not applicable toUniversal City Development Partners, Ltd.

UCDPFinance, Inc. is a wholly owned subsidiary of Universal CityDevelopment 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, Inc. does not and will not conductany operations or hold any assets of any kind and will not have anyfuturerevenues.

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

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TABLE OFCONTENTS

|             |  |                                                                                                                           |  |        |  |  |  |  |  |  |
|-------------|--|---------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
|        |  | **Page**                                                                                                                  |
| **PART I.** |  | **FINANCIALINFORMATION**                                                                                                  |  |   |
| ITEM1.      |  | Consolidated FinancialStatements — Universal City Development Partners, Ltd.    andSubsidiaries |  | 1      |
| ITEM 2.     |  | Management's Discussion and Analysis ofFinancial Condition and Results of    Operations               |  | 10     |
| ITEM 3.     |  | Quantitativeand Qualitative Disclosure About Market Risk                                                                  |  | 16     |
| ITEM 4.     |  | Controls and Procedures                                                                                                   |  | 16     |
| **PARTII.** |  | **OTHERINFORMATION**                                                                                                      |  |
| ITEM1.      |  | Legal Proceedings                                                                                                         |  | 18     |
| ITEM5.      |  | Other Information                                                                                                         |  | 19     |
| ITEM6.      |  | Exhibits and Reports on Form 8-K                                                                                          |  | 19     |
| SIGNATURES  |  | 21                                                                                                                        |
|             |

i

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PART I.    FINANCIALINFORMATION

ITEM l.    Financial Statements

Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets

(Inthousands)

|                                                               |  |              |            |                  |  |        |           |         |  |  |
|---------------------------------------------------------------|--|--------------|------------|------------------|--|--------|-----------|---------|--|--|
|                                                          |  | June26, 2004 |            | December 27,2003 |
| **Assets**                                                    |  |         | (Unaudited | )           |  |   |      |    |
| Currentassets:                                                |  |         |       |             |  |   |      |    |
| Cash and cashequivalents                                      |  | $            | 76,780     |             |  | $      | 113,978   |    |
| Accountsreceivable,net                                        |  |         | 22,893     |             |  |   | 15,598    |    |
| Receivablesfrom relatedparties                                |  |         | 7,100      |             |  |   | 8,127     |    |
| Inventories,net                                               |  |         | 44,987     |             |  |   | 41,947    |    |
| Prepaidassets                                                 |  |         | 11,505     |             |  |   | 10,123    |    |
| Totalcurrentassets                                            |  |         | 163,265    |             |  |   | 189,773   |    |
| Propertyand equipment, atcost:                                |  |         |       |             |  |   |      |    |
| Land and landimprovements                                     |  |         | 488,174    |             |  |   | 490,194   |    |
| Buildingsand buildingimprovements                             |  |         | 1,363,254  |             |  |   | 1,347,149 |    |
| Equipment,fixtures andfurniture                               |  |         | 1,044,269  |             |  |   | 1,004,413 |    |
| Constructioninprocess                                         |  |         | 6,468      |             |  |   | 48,980    |    |
| Totalproperty and equipment, atcost                           |  |         | 2,902,165  |             |  |   | 2,890,736 |    |
| Lessaccumulateddepreciation                                   |  |         | (996,009   | )           |  |   | (936,849  | )  |
| Propertyand equipment,net                                     |  |         | 1,906,156  |             |  |   | 1,953,887 |    |
| Otherassets:                                                  |  |         |       |             |  |   |      |    |
| Investments injointventures                                   |  |         | 9,958      |             |  |   | 10,481    |    |
| Intangibleassets,net                                          |  |         | 16,919     |             |  |   | 17,644    |    |
| Deferredfinance costs,net                                     |  |         | 23,894     |             |  |   | 27,486    |    |
| Otherassets                                                   |  |         | 8,388      |             |  |   | 8,213     |    |
| Totalotherassets                                              |  |         | 59,159     |             |  |   | 63,824    |    |
| Totalassets                                                   |  | $            | 2,128,580  |             |  | $      | 2,207,484 |    |
| **Liabilitiesand partners'equity**                            |  |         |       |             |  |   |      |    |
| Currentliabilities:                                           |  |         |       |             |  |   |      |    |
| Accountspayable and accruedliabilities                        |  | $            | 137,148    |             |  | $      | 109,019   |    |
| Unearnedrevenue                                               |  |         | 48,413     |             |  |   | 28,514    |    |
| Due toVivendi UniversalEntertainment                          |  |         | 5,447      |             |  |   | 1,204     |    |
| Currentportion of capital leaseobligations                    |  |         | 344        |             |  |   | 395       |    |
| Currentportion of long-termborrowings                         |  |         | —    |             |  |   | 37,375    |    |
| Totalcurrentliabilities                                       |  |         | 191,352    |             |  |   | 176,507   |    |
| Long-termliabilities:                                         |  |         |       |             |  |   |      |    |
| Long-termborrowings, net of currentportion                    |  |         | 1,048,632  |             |  |   | 1,138,065 |    |
| Deferredspecial fee payable to Vivendi UniversalEntertainment |  |         | 148,540    |             |  |   | 137,438   |    |
| Capitallease obligations, net of currentportion               |  |         | 433        |             |  |   | 649       |    |
| Interest rateswaps, at fair marketvalue                       |  |         | 11,895     |             |  |   | 19,793    |    |
| Minorityinterest in equity ofUCRP                             |  |         | 9,894      |             |  |   | 9,543     |    |
| Other                                                         |  |         | 5,926      |             |  |   | 5,646     |    |
| Totallong-termliabilities                                     |  |         | 1,225,320  |             |  |   | 1,311,134 |    |
| Commitmentsandcontingencies                                   |  |         | —    |             |  |   | —   |    |
| Partners'equity:                                              |  |         |       |             |  |   |      |    |
| Vivendi UniversalEntertainment                                |  |         | 360,655    |             |  |   | 368,163   |    |
| BlackstoneCapital                                             |  |         | 360,655    |             |  |   | 368,163   |    |
| Accumulatedother comprehensiveloss                            |  |         | (9,402     | )           |  |   | (16,483   | )  |
| Totalpartners'equity                                          |  |         | 711,908    |             |  |   | 719,843   |    |
| Totalliabilities and partners'equity                          |  | $            | 2,128,580  |             |  | $      | 2,207,484 |    |
|                                                               |

Seeaccompanying notes.

1

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Universal City Development Partners, Ltd.and Subsidiaries Consolidated Statements of Operations(Inthousands)

|                                                                         |  |                   |         |                 |  |               |         |             |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------|--|-------------------|---------|-----------------|--|---------------|---------|-------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                    |  | ThreeMonths Ended |         | Six MonthsEnded |
|                                                                    |  | June 26,2004      |         | June 28,2003    |  | June 26, 2004 |         | June28,2003 |
|                                                                    |  | **(Unaudited)**   |         | **(Unaudited)** |
| Operatingrevenues:                                                      |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Themeparkpasses                                                         |  | $                 | 126,235 |            |  | $             | 102,780 |        |  | $      | 214,125 |    |  | $      | 177,038 |    |
| Themepark food andbeverage                                              |  |              | 32,440  |            |  |          | 27,404  |        |  |   | 54,236  |    |  |   | 45,973  |    |
| Themeparkmerchandise                                                    |  |              | 28,131  |            |  |          | 22,920  |        |  |   | 47,499  |    |  |   | 38,851  |    |
| Other                                                                   |  |              | 55,667  |            |  |          | 46,772  |        |  |   | 102,383 |    |  |   | 83,681  |    |
| Totaloperatingrevenues                                                  |  |              | 242,473 |            |  |          | 199,876 |        |  |   | 418,243 |    |  |   | 345,543 |    |
|                                                                    |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Costsand operatingexpenses:                                             |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Themeparkoperations                                                     |  |              | 39,509  |            |  |          | 40,103  |        |  |   | 75,547  |    |  |   | 75,678  |    |
| Themepark selling, general andadministrative                            |  |              | 52,855  |            |  |          | 42,829  |        |  |   | 93,299  |    |  |   | 75,596  |    |
| Themepark cost of productssold                                          |  |              | 29,149  |            |  |          | 24,922  |        |  |   | 50,948  |    |  |   | 44,052  |    |
| Specialfee payable to Vivendi Universal Entertainment and consultantfee |  |              | 15,544  |            |  |          | 12,643  |        |  |   | 26,561  |    |  |   | 21,698  |    |
| Depreciationandamortization                                             |  |              | 30,642  |            |  |          | 33,045  |        |  |   | 61,320  |    |  |   | 65,230  |    |
| Other                                                                   |  |              | 32,991  |            |  |          | 29,443  |        |  |   | 62,887  |    |  |   | 54,490  |    |
| Totalcosts and operatingexpenses                                        |  |              | 200,690 |            |  |          | 182,985 |        |  |   | 370,562 |    |  |   | 336,744 |    |
|                                                                    |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Operatingincome                                                         |  |              | 41,783  |            |  |          | 16,891  |        |  |   | 47,681  |    |  |   | 8,799   |    |
|                                                                    |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Otherexpense(income):                                                   |  |              |    |            |  |          |    |        |  |   |    |    |  |   |    |    |
| Interestexpense                                                         |  |              | 27,737  |            |  |          | 31,574  |        |  |   | 57,872  |    |  |   | 52,601  |    |
| Interestincome                                                          |  |              | (207    | )          |  |          | (208    | )      |  |   | (501    | )  |  |   | (227    | )  |
| Changein fair value of interest rateswaps                               |  |              | 732     |            |  |          | 1,987   |        |  |   | (817    | )  |  |   | 3,042   |    |
| Lossfrom jointventures                                                  |  |              | 113     |            |  |          | 56      |        |  |   | 433     |    |  |   | 122     |    |
| (Gain)loss from sale of property andequipment                           |  |              | (1,282  | )          |  |          | 1,400   |        |  |   | (1,007  | )  |  |   | 1,400   |    |
| Minorityinterest in net earnings ofUCRP                                 |  |              | 948     |            |  |          | 862     |        |  |   | 1,717   |    |  |   | 1,417   |    |
| Totalotherexpense                                                       |  |              | 28,041  |            |  |          | 35,671  |        |  |   | 57,697  |    |  |   | 58,355  |    |
| Netincome(loss)                                                         |  | $                 | 13,742  |            |  | $             | (18,780 | )      |  | $      | (10,016 | )  |  | $      | (49,556 | )  |
|                                                                         |

Seeaccompanying notes.

2

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Universal City Development Partners, Ltd.and Subsidiaries Consolidated Statement of Changes inPartners' Equity(Inthousands)

|                                                                |  |                               |         |                   |  |                                   |         |                     |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------|--|-------------------------------|---------|-------------------|--|-----------------------------------|---------|---------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                           |  | VivendiUniversalEntertainment |         | BlackstoneCapital |  | AccumulatedOtherComprehensiveLoss |         | TotalPartnersEquity |
|                                                           |  | (Unaudited)                   |
| Balance,December  27,2003                                      |  | $                             | 368,163 |              |  | $                                 | 368,163 |                |  | $      | (16,483 | )  |  | $      | 719,843 |    |
| Changein fair value of interest rate swaps designated ashedges |  |                          | — |              |  |                              | — |                |  |   | 7,081   |    |  |   | 7,081   |    |
| Partnerdistributions                                           |  |                          | (2,500  | )            |  |                              | (2,500  | )              |  |   | — |    |  |   | (5,000  | )  |
| Netloss                                                        |  |                          | (5,008  | )            |  |                              | (5,008  | )              |  |   | — |    |  |   | (10,016 | )  |
| Balance,June 26,2004                                           |  | $                             | 360,655 |              |  | $                                 | 360,655 |                |  | $      | (9,402  | )  |  | $      | 711,908 |    |
|                                                                |

Seeaccompanying notes.

3

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Universal City Development Partners, Ltd.and Subsidiaries Consolidated Statements of Cash Flows(Inthousands)

|                                                                                                   |  |                 |          |               |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------|--|-----------------|----------|---------------|--|--------|----------|---------|--|--|
|                                                                                              |  | SixMonths Ended |
|                                                                                              |  | June 26,2004    |          | June 28, 2003 |
| **Cash flowsfrom operatingactivities**                                                            |  | **(Unaudited)** |
| Netloss                                                                                           |  | $               | (10,016  | )        |  | $      | (49,556  | )  |
| Adjustmentsto reconcile net loss to net cash and cash equivalents provided byoperatingactivities: |  |            |     |          |  |
| Depreciation                                                                                      |  |            | 60,595   |          |  |   | 64,507   |    |
| Amortizationof intangibleassets                                                                   |  |            | 725      |          |  |   | 723      |    |
| Amortizationof deferred financecosts                                                              |  |            | 3,592    |          |  |   | 2,669    |    |
| Accretionof bonddiscount                                                                          |  |            | 416      |          |  |   | 208      |    |
| (Gain) losson sale of property andequipment                                                       |  |            | (1,007   | )        |  |   | 1,400    |    |
| Changein fair value of interest rateswaps                                                         |  |            | (817     | )        |  |   | 3,042    |    |
| Loss fromjointventures                                                                            |  |            | 433      |          |  |   | 122      |    |
| Minorityinterest in net earnings ofUCRP                                                           |  |            | 1,717    |          |  |   | 1,417    |    |
| Changesin operating assets andliabilities:                                                        |  |            |     |          |  |   |     |    |
| Accountsreceivable,net                                                                            |  |            | (7,295   | )        |  |   | (4,167   | )  |
| Receivablesfrom relatedparties                                                                    |  |            | 1,027    |          |  |   | 1,582    |    |
| Inventories,net                                                                                   |  |            | (3,040   | )        |  |   | (2,419   | )  |
| Prepaidassets                                                                                     |  |            | (1,382   | )        |  |   | (386     | )  |
| Otherassets                                                                                       |  |            | (175     | )        |  |   | (763     | )  |
| Accountspayable and accruedliabilities                                                            |  |            | 28,129   |          |  |   | 39,902   |    |
| Unearnedrevenue                                                                                   |  |            | 19,899   |          |  |   | 12,670   |    |
| Due toVivendi UniversalEntertainment                                                              |  |            | 4,243    |          |  |   | (1,576   | )  |
| Deferredspecial fees payable to Vivendi UniversalEntertainment                                    |  |            | 11,102   |          |  |   | 16,724   |    |
| Otherlong-termliabilities                                                                         |  |            | 280      |          |  |   | 75       |    |
| Netcash and cash equivalents provided by operatingactivities                                      |  |            | 108,426  |          |  |   | 86,174   |    |
|                                                                                              |  |            |     |          |  |   |     |    |
| **Cashflows from investingactivities**                                                            |  |            |     |          |  |   |     |    |
| Property andequipmentacquisitions                                                                 |  |            | (15,999  | )        |  |   | (27,627  | )  |
| Proceedsrelated to the settlement of capitalclaims                                                |  |            | 400      |          |  |   | 14,500   |    |
| Proceeds relatedto the sale of property andequipment                                              |  |            | 3,742    |          |  |   | 12,508   |    |
| Proceedsrelated to capitalreimbursement                                                           |  |            | —  |          |  |   | 10,926   |    |
| Distributionsfrom joint ventures,net                                                              |  |            | 90       |          |  |   | —  |    |
| Netcash and cash equivalents (used in) provided by investingactivities                            |  | $               | (11,767  | )        |  | $      | 10,307   |    |
|                                                                                              |  |            |     |          |  |   |     |    |
| **Cash flowsfrom financing activities**                                                           |  |            |     |          |  |
| Payments ofPartnerdistributions                                                                   |  | $               | (5,000   | )        |  | $      | (10,000  | )  |
| Distributionsof minority interest in equity ofUCRP                                                |  |            | (1,366   | )        |  |   | (1,102   | )  |
| Proceeds frombondoffering                                                                         |  |            | —  |          |  |   | 494,170  |    |
| Payments onlong-term borrowings, capital lease obligations and notes payable,net                  |  |            | (127,491 | )        |  |   | (468,171 | )  |
| Payments forfinancecosts                                                                          |  |            | —  |          |  |   | (21,221  | )  |
| Netcash and cash equivalents used in financingactivities                                          |  |            | (133,857 | )        |  |   | (6,324   | )  |
|                                                                                              |  |            |     |          |  |
| Net(decrease) increase in cash and cashequivalents                                                |  |            | (37,198  | )        |  |   | 90,157   |    |
| Cash andcash equivalents at beginning ofperiod                                                    |  |            | 113,978  |          |  |   | 13,406   |    |
| Cashand cash equivalents at end ofperiod                                                          |  | $               | 76,780   |          |  | $      | 103,563  |    |
| **Supplementaldisclosures of non-cashinformation**                                                |  |            |     |          |  |   |     |    |
| Change in interestrate swapliability                                                              |  | $               | 7,898    |          |  | $      | 6,213    |    |
| Disposalof fully depreciatedassets                                                                |  | $               | —  |          |  | $      | 87,072   |    |
|                                                                                                   |

Seeaccompanying notes.

4

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UniversalCity Development Partners, Ltd. and Subsidiaries Notes toUnaudited Consolidated Financial Statements

1.    General

Basis of Presentation

Theaccompanying unaudited consolidated financial statements includedherein have been prepared pursuant to the rules and regulations of theSecurities and Exchange Commission. Certain information and footnotedisclosures which are normally included in financial statementsprepared in accordance with accounting principles generally accepted inthe United States have been omitted pursuant to those rules andregulations. The unaudited consolidated financial statements reflectall adjustments which are, in the opinion of the management, necessaryto present fairly the financial position and the results of operationsfor the interim periods. The results for the interim periods are notnecessarily indicative of the results that can be expected for a fullyear. The accompanying unaudited consolidated financial statementsshould be read in conjunction with the audited consolidated financialstatements for the year ended December 27, 2003 and the notes, thereto,filed with the Securities Exchange Commission under cover Form 10Kpursuant to Rule 15d-2 of the Securities Exchange Act of 1934.

The accompanying unaudited consolidated financial statements includethe consolidated amounts of Universal City Development Partners, Ltd.(UCDP LTD); Universal City Travel Partners d/b/a Universal Parks &Resorts Vacations; 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.

5

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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):

|                     |  |               |           |                  |  |               |           |           |  |        |           |        |  |        |           |        |  |  |
|---------------------|--|---------------|-----------|------------------|--|---------------|-----------|-----------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                |  | June26, 2004  |           | December 27,2003 |
|                |  | CarryingValue |           | FairValue        |  | CarryingValue |           | FairValue |
|                |  | (Unaudited)   |           |             |  |          |           |      |
|                |  |          |      |             |  |          |      |      |  |   |      |   |  |   |      |   |
| Long-termborrowings |  | $             | 1,048,632 |             |  | $             | 1,133,223 |      |  | $      | 1,175,440 |   |  | $      | 1,271,548 |   |
| Interestrateswaps   |  |          | 11,895    |             |  |          | 11,895    |      |  |   | 19,793    |   |  |   | 19,793    |   |
| Total               |  | $             | 1,060,527 |             |  | $             | 1,145,118 |      |  | $      | 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 key UCDP employees the right topurchase Vivendi American Depository Shares at a set price (exerciseprice) or receive cash for the difference between the market value andthe exercise 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 close of theNBC Transaction, Vivendi will not be granting any 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 a result of theNBC Transaction, 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 UCDP's consolidated financialstatements.

2.    Long-Term Borrowings

At June 26,2004, total long-term borrowings were approximately $1,048,632,000,which included $495,211,000 in bonds ($500,000,000, net of anunamortized discount of approximately $4,789,000) and approximately$553,421,000 under the JP Morgan credit facility (the Term Loan). Inaddition, at June 26, 2004, UCDP had approximately $95,000,000available under its revolving credit facilities.

During thethree and six months ended June 26, 2004, respectively, UCDP madeprepayments of approximately $62,224,000 and $127,224,000 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. In addition, during July, 2004 UCDP made additionalprepayments totaling $45,000,000 on the Term Loan. This prepaymentseliminated debt amortization on UCDP's Term Loan until December31, 2005.

In May 2004, UCDP sold a small parcel of undevelopedland. The cost basis of the land equaled approximately $2,483,000. Inconnection with this sale, UCDP recorded a gain of approximately$1,282,000, which is included in the financial results of both thethree and six months ended June 26, 2004. UCDP used the proceeds fromthe land sale to prepay additional principal on the Term Loan.

The Term Loan and bonds contain certain customary limitations. Themost restrictive limitations relate to the incurrence of liens,additional indebtedness and maintenance of funded debt and interestcoverage ratios, among other restrictions. At June 26, 2004, UCDP wasin compliance with all terms.

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3.    Accounts Payable and AccruedLiabilities

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

|                          |  |              |         |                 |  |        |         |        |  |  |
|--------------------------|--|--------------|---------|-----------------|--|--------|---------|--------|--|--|
|                     |  | June26, 2004 |         | December27,2003 |
|                     |  | (Unaudited)  |         |            |
|                     |  |         |    |            |  |   |    |   |
| Accountspayable          |  | $            | 12,168  |            |  | $      | 8,481   |   |
| Capitalexpenditures      |  |         | 6,890   |            |  |   | 20,455  |   |
| Marketingandadvertising  |  |         | 22,618  |            |  |   | 4,442   |   |
| Interest                 |  |         | 22,085  |            |  |   | 25,727  |   |
| Compensationand benefits |  |         | 32,296  |            |  |   | 23,666  |   |
| Operatingaccruals        |  |         | 17,073  |            |  |   | 16,783  |   |
| Consultingfees           |  |         | 5,023   |            |  |   | 3,485   |   |
| Property and salestax    |  |         | 15,278  |            |  |   | 1,893   |   |
| Other                    |  |         | 3,717   |            |  |   | 4,087   |   |
| Total                    |  | $            | 137,148 |            |  | $      | 109,019 |   |
|                          |

4.    ComprehensiveLoss

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

|                                                                |  |                   |        |                 |  |              |         |             |  |        |         |         |  |        |         |         |  |        |        |        |  |  |
|----------------------------------------------------------------|--|-------------------|--------|-----------------|--|--------------|---------|-------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                                           |  | ThreeMonths Ended |        | Six MonthsEnded |  |
|                                                           |  | June26, 2004      |        | June28,2003     |  | June 26,2004 |         | June28,2003 |  |
|                                                           |  | (Unaudited)       |        | (Unaudited)     |  |
|                                                           |  |              |   |            |  |         |    |        |  |   |    |    |  |   |    |    |  |   |   |   |
| Netincome(loss)                                                |  | $                 | 13,742 |            |  | $            | (18,780 | )      |  | $      | (10,016 | )  |  | $      | (49,556 | )  |  |
| Changein fair value of interest rate swaps designated ashedges |  |              | 4,965  |            |  |         | 4,561   |        |  |   | 7,081   |    |  |   | 9,255   |    |  |
| Comprehensiveincome(loss)                                      |  | $                 | 18,707 |            |  | $            | (14,219 | )      |  | $      | (2,935  | )  |  | $      | (40,301 | )  |  |
|                                                                |

5.    RelatedParty Transactions

Under the terms of the partnershipagreement, a special fee is payable to Vivendi Universal Entertainmentequal to 5% of certain revenue, as defined. These deferred feesare subordinated to UCDP's Term Loan and bonds and bear interestat the prime rate. In addition, under UCDP's Term Loan and bonds,some of these deferred fees may only be paid upon achievement ofcertain leverage ratios. The ratios related to the current portion offees earned from Universal Studios Florida were met during the sixmonths ended June 26, 2004. Accordingly, during the six months endedJune 26, 2004, UCDP paid fees of $3,865,000 to Vivendi UniversalEntertainment. In addition, at June 26, 2004, the amount due to VivendiUniversal Entertainment included $5,315,000 related to the currentportion of deferred special fees payable to Vivendi UniversalEntertainment. At June 26, 2004 and December 27, 2003, respectively,UCDP had long-term deferred special fees payable to Vivendi UniversalEntertainment of $148,540,000 and $137,438,000.

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

6.    Litigation

Capital Claims

In the course ofcompletion of the construction of Universal's Islands ofAdventure (IOA), CityWalk and related support facilities, a number ofclaims were asserted by design firms, contractors, 

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subcontractors and material suppliers forcompensation not included in the final contract payouts (the CapitalClaims). Such claims involved alleged extra work, alleged costsincurred due to extended project duration, alleged acceleration andsimilar causes of action. The settlement of the case described belowconcluded the resolution of all of the material Capital Claims againstUCDP.

The general contractor of Seuss Landing at IOA (theGeneral Contractor), filed suit in July 2000 alleging breach ofcontract by UCDP. The suit sought damages in excess of $25,000,000 andforeclosure of its lien against the project. The General Contractorlater voluntarily reduced its lien claim to approximately $20,650,000.UCDP denied 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 made payment of $9,600,000 pursuant to theSettlement Agreement on June 21, 2004. The General Contractor hasreleased the lien and the case has been dismissed. The settlementpayment was within the amount accrued for the loss contingency.

Marvel

On July 16, 2003, Marvel Entertainment, Inc. andMarvel Characters, Inc. (Marvel) served a Demand for Arbitration fortwo claims. First, Marvel specifically alleged that UCDP failed toinclude Marvel Elements in at least 20% of its marketingexposure during the third and fourth years subsequent to the opening ofIOA (the Marketing Claim). In the second claim, Marvel alleged thatUCDP breached the license agreement with Marvel by failing to offerMarvel the Compensation Alternative, as defined in the licenseagreement, and failing to honor Marvel's election of theCompensation Alternative (the Compensation Alternative Claim). Marvelis also seeking discovery of any other financial arrangements withlicensors at IOA that might be relevant to the Compensation AlternativeClaim. The arbitration panel has been selected and discovery hascommenced. Marvel has voluntarily withdrawn the Marketing Claim,without prejudice. UCDP has denied all of the material allegations byMarvel and asserted numerous affirmative defenses. Because this case isin its early stages, it is premature to assess the likelihood of anyimpact that this case may have on UCDP's financial position orthe results of its operations.

Ride & Show

OnNovember 13, 2003, Ride & Show Engineering, Inc. filed a ComplaintFor Patent Infringement, Injunctive Relief and Damages (the Complaint)in the United States District Court for the Central District ofCalifornia, naming USJ Co., Ltd., and Universal City Studios LLLP d/b/aUniversal Studios Recreation Group, affiliates of UCDP, as defendants.On February 12, 2004, the Plaintiff served a First Amended Complaint(the Amended Complaint) upon naming the above-referenced defendants aswell as UCDP and another company, Oriental Land Co., Ltd., asadditional defendants. On September 24, 2003, a similar complaint wasfiled in the same court against other defendants, including entitiesthat appear to be operators of amusement parks and amusement parkrides, and designers and manufacturers of amusement park rides. TheAmended Complaint alleges that the named defendants have infringed U.S.Patent No. 5,527,221 (the Patent) by operating, making, using, selling,advertising, and/or offering for sale in the United States amusementpark rides that embody or otherwise practice one or more of the claimsof such patent or by otherwise contributing to infringement or inducingothers to infringe. The Amended Complaint does not include specificallegations concerning the location or manner of alleged infringement.However, plaintiff's counsel has advised UCDP that theallegations of the Amended Complaint relate to rides located atUCDP's theme parks. UCDP 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 UCDP's Motion and dismissed, withoutprejudice, the case for improper venue. As a result, UCDP is no longera party to this action. On May 21, 2004, UCDP filed a Complaint againstRide & Show Engineering, Inc. (Ride & Show) in the U.S.District Court for the Middle District of Florida. UCDP'sComplaint contains counts for declaratory relief, breach of contract,conversion, unjust enrichment, constructive trust, and fraud. Amongother things, UCDP's Complaint 

8

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challenges Ride & Show's ownershipof the subject Patent and the validity of the Patent. In addition, UCDPseeks a declaration by the Court that UCDP has not infringed thePatent. UCDP also seeks damages for Ride & Show's use of theinvention that is the subject of the Patent. On July 19, 2004, Ride& Show filed a motion to dismiss UCDP's Complaint and totransfer a portion of UCDP's declaratory relief count to the U.S.District Court for the Central District of California. UCDP has not yetresponded to Ride & Show's motion, and this action remainspending in the U.S. District Court for the Middle District of Florida.Because this case is in its early stages, it is premature to assess thelikelihood of any impact that this case may have on UCDP'sfinancial position or the results of operations.

Other

UCDP is threatened with or involved in various other legal actionsand claims incidental to the conduct of its business. Management doesnot expect a material impact to its results of operations, financialposition or cash flows by reason of theseactions.

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

Overview Related toFinancial Results

Our 2004 performance has benefited fromseveral 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 the six months ended June 2004,and Jimmy Neutron's Nicktoon Blast and Shrek 4-D, which bothopened during the first half of 2003. During the three months endedJune 2004, our paid admissions increased by approximately 17%from the same period in 2003. This strong performance helped usgenerate $42.6 million in additional revenue and a $24.9 millionincrease in our operating income. Combining these results with ourfirst quarter results, our paid admissions for six months ended June2004 increased by approximately 16% from the same period in2003. This led to $72.7 million in additional revenue and a $38.9million increase in our operating income during the six months endedJune 2004. At June 26, 2004, we had $171.8 million in cash and unusedrevolving credit, consisting of $76.8 million in cash and $95.0 millionavailable under our revolving credit facilities. During the three andsix months ended June 2004, respectively, we also made prepayments ofapproximately $62.2 million and $127.2 million on our senior securedcredit agreement, which reduced our total debt to $1,048.6 million atJune 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. VivendiUniversal Entertainment's 50% ownership interest in us wasnot affected by the NBC Transaction. The 50% ownership interestin us held by affiliates of Blackstone Capital also was not affected bythe NBC Transaction.

Critical Accounting Policies andEstimates

In the ordinary course of business, we make a numberof estimates and assumptions relating to the reporting of results ofoperations and financial condition in the preparation of ourconsolidated financial statements in conformity with United Statesgenerally accepted accounting principles. Results could differsignificantly from those estimates under different assumptions andconditions. We believe that the application of the following accountingpolicies, which are important to our financial position and results ofoperations, requires significant judgments and estimates on the part ofmanagement. For a summary of all of our accounting policies, includingthe accounting policies discussed below, see Note 2 in our auditedconsolidated financial statements for the year ended December 27, 2003filed with the Securities and Exchange Commission under cover Form 10Kpursuant to Rule 15d-2 of the Securities Exchange Act of 1934, asamended. 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 March 2004.

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 

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developed in consultation with outsidecounsel and is based upon an analysis of potential results, assuming acombination of litigation and settlement strategies. It is possible,however, that future results of operations for any particular quarterlyor annual period could be materially affected by changes in ourassumptions 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.

Results of Operations

Three Months Ended June 2004 Compared to Three Months Ended June2003

PAID THEME PARK ADMISSIONS increased by .50 million, or16.9%, to 3.45 million in 2004 from 2.95 million in 2003, whichreflects an improvement in the tourism industry, as well as the impactof our marketing programs and the success of our new Revenge of theMummy ride at Universal Studios Florida, which opened in the threemonths ended June 2004. This increase was driven by an increase in allour point of origin markets, including growth of 31%,14%, and 9%, respectively, in our international, outerUnited States, and Florida markets. Based on the seasonality of ourpaid theme park admissions, these results are not necessarilyindicative of the results for the full year.

THEME PARK PASSREVENUE increased by $23.4 million, or 22.8%, to $126.2 millionin 2004 from $102.8 million in 2003. The increase was due to highertheme park admissions and selective increases in theme park passprices, which occurred in January and April of 2004.

THEME PARKFOOD AND BEVERAGE, THEME PARK MERCHANDISE AND OTHER REVENUE increasedby $19.1 million, or 19.7%, to $116.2 million in 2004 from $97.1million in 2003. This increase was primarily due to $5.0 million and$4.3 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 $3.8million in additional revenue related to passes that allow guestsvalue-added access to our rides; $2.8 million in additional revenuefrom our CityWalk venues (including UCRP); and $2.1 million inadditional revenue from Universal Parks & Resorts Vacations.

THEME PARK SELLING, GENERAL AND ADMINISTRATIVE COSTS increased by$10.1 million, or 23.6%, to $52.9 million in 2004 from $42.8million in 2003. The increase was primarily due to $5.3 million inadditional accruals related to our long-term growth incentive and bonusplans and $3.2 million related to additional marketing.

THEMEPARK COST OF PRODUCTS SOLD increased by $4.2 million, or 16.9%,to $29.1 million in 2004 from $24.9 million in 2003. As a percentage oftheme park food and beverage and merchandise revenue, cost of productssold decreased to 48.1% in 2004 from 49.5% in 2003,primarily due to improved profit margins related to both food andbeverage and merchandise.

SPECIAL FEE PAYABLE TO VIVENDIUNIVERSAL ENTERTAINMENT AND CONSULTANT FEE increased by $2.9 million,or 23.0%, to $15.5 million in 2004 from $12.6 million in 2003.The special fee and consultant fee are each based on a percentage ofrevenue.

DEPRECIATION AND AMORTIZATION decreased by $2.4 millionor 7.3%, to $30.6 million in 2004 from $33.0 million in 2003.The decrease is primarily due to a reduction of depreciation related tocertain assets with lives of 5 years becoming fully depreciated duringthe three months ended June 2004.

OTHER COSTS AND OPERATINGEXPENSES increased by $3.6 million, or 12.2%, to $33.0 millionin 2004 from $29.4 million in 2003. This increase was primarily due to$2.0 million related to revenue growth at our CityWalk venues(including UCRP) and $1.4 million related to revenue growth fromUniversal Parks & Resorts Vacations.

INTEREST EXPENSEdecreased by $3.9 million, or 12.3%, to $27.7 million in 2004from $31.6 million in 2003. The decrease was primarily due to prepayingmore than $145.0 million on our senior secured credit agreement duringthe last twelve months and a reduction in the notional amounts relatedto swaps with high interest rates.

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Six Months Ended June 2004 Compared toSix Months Ended June 2003

PAID THEME PARK ADMISSIONS increasedby .82 million, or 16.3%, to 5.86 million in 2004 from 5.04million in 2003, which reflects an improvement in the tourism industry,as well as the impact of our marketing programs and the success of ournew rides at Universal Studios Florida, including Revenge of the Mummy,which opened in the six months ended June 2004, and JimmyNeutron's Nicktoon Blast and Shrek 4-D, which both opened duringthe first half of 2003. This increase was driven by an increase in allour point of origin markets, including growth of 26%,14%, and 11%, respectively, in our international, outerUnited States, and Florida markets. Based on the seasonality of ourpaid theme park admissions, these results are not necessarilyindicative of the results for the full year.

THEME PARK PASSREVENUE increased by $37.1 million, or 21.0%, to $214.1 millionin 2004 from $177.0 million in 2003. The increase was due to highertheme park admissions and selective increases in theme park passprices, which occurred in January and April of 2004.

THEME PARKFOOD AND BEVERAGE, THEME PARK MERCHANDISE AND OTHER REVENUE increasedby $35.6 million, or 21.1%, to $204.1 million in 2004 from$168.5 million in 2003. This increase was primarily due to $8.3 millionand $7.3 million, respectively, in increased theme park food andbeverage and theme park merchandise revenue generated primarily byhigher theme park admissions and guest per capita spending. Inaddition, we had $6.1 million in additional revenue from our CityWalkvenues (including UCRP); $6.0 million in additional revenue related topasses that allow guests value-added access to our rides; $3.6 millionin incremental special event business; and $3.5 million in additionalrevenue from Universal Parks & Resorts Vacations.

THEME PARKSELLING, GENERAL AND ADMINISTRATIVE COSTS increased by $17.7 million,or 23.4%, to $93.3 million in 2004 from $75.6 million in 2003.The increase was primarily due to $7.5 million in additional accrualsrelated to our long-term growth incentive and bonus plans and $7.1million related to additional marketing.

THEME PARK COST OFPRODUCTS SOLD increased by $6.8 million, or 15.4%, to $50.9million in 2004 from $44.1 million in 2003. As a percentage of themepark food and beverage and merchandise revenue, cost of products solddecreased to 50.1% in 2004 from 51.9% in 2003, primarilydue to improved profit margins related to both food and beverage andmerchandise.

SPECIAL FEE PAYABLE TO VIVENDI UNIVERSALENTERTAINMENT AND CONSULTANT FEE increased by $4.9 million, or22.6%, to $26.6 million in 2004 from $21.7 million in 2003. Thespecial fee and consultant fee are each based on a percentage ofrevenue.

DEPRECIATION AND AMORTIZATION decreased by $3.9 millionor 6.0%, to $61.3 million in 2004 from $65.2 million in 2003.The decrease is primarily due to a reduction of depreciation related tocertain assets with lives of 5 years becoming fully depreciated duringthe six months ended June 2004.

OTHER COSTS AND OPERATINGEXPENSES increased by $8.4 million or 15.4%, to $62.9 million in2004 from $54.5 million in 2003. This increase was primarily due to$3.6 million related to revenue growth at our CityWalk venues(including UCRP); $2.6 million related to revenue growth from UniversalParks & Resorts Vacations; and $1.2 million related to increasedrevenue from special events.

INTEREST EXPENSE increased by $5.3million, or 10.1%, to $57.9 million in 2004 from $52.6 millionin 2003. The increase was primarily due to a higher interest raterelated to the bonds sold on March 29, 2003, partially offset byprepaying more than $145.0 million on our senior secured creditagreement during the last twelve months and a reduction in the notionalamounts related to swaps with high interest rates.

EBITDA andLender 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 

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credit agreement to determine our quarterlycompliance with our funded debt ratio and the interest coverage ratio,which is computed based on the prior twelve months. We believe oursenior secured credit agreement is a material agreement as itrepresents a critical component of our capital structure and animportant source of our liquidity. Our failure to comply with thefinancial maintenance covenants in our senior secured credit agreementwould likely result in an event of default occurring under our seniorsecured credit agreement which would give our lenders the right toaccelerate and declare immediately due and payable all of theindebtedness then outstanding under that agreement. EBITDA representsearnings before interest, taxes and depreciation and amortization.Lender EBITDA represents EBITDA plus certain adjustments allowed by oursenior secured credit agreement, primarily the deferred portion of thespecial fees payable to Vivendi Universal Entertainment. EBITDA andLender EBITDA are not prepared in accordance with United Statesgenerally accepted accounting principles and should not be consideredas alternatives for net income, net cash provided by operatingactivities and other consolidated income or cash flow statement dataprepared in accordance with generally accepted accounting principles oras a measure of profitability or liquidity. EBITDA and Lender EBITDA,because they are before debt service, capital expenditures, and workingcapital needs, do not represent cash that is available for otherpurposes at our discretion. Our presentation of EBITDA and LenderEBITDA may not be comparable to similarly titled measures reported byother companies. The following is a reconciliation of net cash providedby operating activities to EBITDA and Lender EBITDA:

|                                                                                   |  |                       |         |                  |  |                    |         |          |  |           |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------|--|-----------------------|---------|------------------|--|--------------------|---------|----------|--|-----------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                              |  | ThreeMonths Ended     |         | Six Months Ended |  | TwelveMonths Ended |
|                                                                              |  | June2004              |         | June2003         |  | June 2004          |         | June2003 |  | June 2004 |
|                                                                              |  | (Dollarsin thousands) |
| Cash and cash equivalents provided byoperatingactivities                          |  | $                     | 54,308  |             |  | $                  | 49,409  |     |  | $         | 108,426 |    |  | $      | 86,174  |    |  | $      | 165,000 |    |
| Adjustments:                                                                      |  |                  |    |             |  |               |    |     |  |      |    |    |  |   |    |    |  |   |    |    |
| Interestexpense                                                                   |  |                  | 27,737  |             |  |               | 31,574  |     |  |      | 57,872  |    |  |   | 52,601  |    |  |   | 124,298 |    |
| Interestincome                                                                    |  |                  | (207    | )           |  |               | (208    | )   |  |      | (501    | )  |  |   | (227    | )  |  |   | (1,105  | )  |
| Amortizationof deferred financecosts                                              |  |                  | (1,765  | )           |  |               | (1,382  | )   |  |      | (3,592  | )  |  |   | (2,669  | )  |  |   | (7,763  | )  |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |                  | (6,456  | )           |  |               | (8,388  | )   |  |      | (13,763 | )  |  |   | (14,394 | )  |  |   | (29,989 | )  |
| Interestpayable on deferred special fee payable to Vivendi UniversalEntertainment |  |                  | (1,483  | )           |  |               | (1,206  | )   |  |      | (2,654  | )  |  |   | (2,330  | )  |  |   | (5,238  | )  |
| Gain(loss) on sale of property andequipment                                       |  |                  | 1,282   |             |  |               | (1,400  | )   |  |      | 1,007   |    |  |   | (1,400  | )  |  |   | 1,122   |    |
| Lossfrom jointventures                                                            |  |                  | (113    | )           |  |               | (56     | )   |  |      | (433    | )  |  |   | (122    | )  |  |   | (792    | )  |
| Accretionof bonddiscount                                                          |  |                  | (208    | )           |  |               | (208    | )   |  |      | (416    | )  |  |   | (208    | )  |  |   | (833    | )  |
| Minorityinterest in net earnings ofUCRP                                           |  |                  | (948    | )           |  |               | (862    | )   |  |      | (1,717  | )  |  |   | (1,417  | )  |  |   | (2,308  | )  |
| Changein workingcapital                                                           |  |                  | 499     |             |  |               | (19,655 | )   |  |      | (36,371 | )  |  |   | (44,918 | )  |  |   | (6,651  | )  |
| EBITDA                                                                            |  |                  | 72,646  |             |  |               | 47,618  |     |  |      | 107,858 |    |  |   | 71,090  |    |  |   | 235,741 |    |
| Adjustments:                                                                      |  |                  |    |             |  |               |    |     |  |      |    |    |  |   |    |    |  |   |    |    |
| Deferredspecial fee payable to Vivendi UniversalEntertainment                     |  |                  | 10,321  |             |  |               | 8,388   |     |  |      | 17,628  |    |  |   | 14,394  |    |  |   | 33,854  |    |
| Paymentof special fees to Vivendi UniversalEntertainment                          |  |                  | (3,865  | )           |  |               | — |     |  |      | (3,865  | )  |  |   | — |    |  |   | (3,865  | )  |
| Paymentof financingexpenses                                                       |  |                  | — |             |  |               | 61      |     |  |      | — |    |  |   | 860     |    |  |   | — |    |
| Distributionsfrom jointventures                                                   |  |                  | — |             |  |               | — |     |  |      | 90      |    |  |   | — |    |  |   | 1,237   |    |
| Lossfrom jointventures                                                            |  |                  | 113     |             |  |               | 56      |     |  |      | 433     |    |  |   | 122     |    |  |   | 792     |    |
| ConsolidationofUCRP                                                               |  |                  | (386    | )           |  |               | (544    | )   |  |      | (1,005  | )  |  |   | (1,009  | )  |  |   | (835    | )  |
| LenderEBITDA                                                                      |  | $                     | 78,829  |             |  | $                  | 55,579  |     |  | $         | 121,139 |    |  | $      | 85,457  |    |  | $      | 266,924 |    |
|                                                                                   |

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Liquidity and Capital Resources

Historical

Historically, our principal source of liquidityhas been cash flow generated from operations, and our principalliquidity requirements have been for capital expenditures, debtretirement, and working capital. During the six months ended June 2004and 2003, respectively, net cash provided by operating activities was$108.4 million and $86.2 million. This favorable increase, whichtotaled $22.2 million, was primarily driven by reducing our net loss by$39.5 million; offset by a $9.6 million legal settlement payment; a$3.9 million payment of special fees to Vivendi UniversalEntertainment; the timing related to our working capital; the impact ofour interest rate swaps; and the impact of lower depreciation in 2004and land sales, which occurred in both the six months ended June 2004and 2003.

During the six months ended June 2004, net cash usedin investing activities totaled $11.8 million, which consistedprimarily of $16.0 million in capital expenditures, offset by $3.7million in cash received from a land sale. We expect to spend a totalof $41.9 million on capital projects during 2004, compared to $53.5million spent on capital projects during 2003. During the six monthsended June 2003, net cash provided by investing activities totaled$10.3 million, which consisted of $27.6 million in capitalexpenditures, offset by $37.9 million in cash flows from one-timeitems. These cash inflows included $10.9 million in cost-sharingreimbursement proceeds from Universal Studios Japan related to thedesign and technology of The Amazing Adventures of Spider-Man ride;$12.5 million in proceeds related to selling 81 acres of undevelopedland; and $14.5 million in proceeds related to a 2002 capital claimssettlement.

During the six months ended June 2004, net cash usedfor financing activities was $133.9 million, which included prepaymentsof $127.2 million on our senior secured credit agreement and partnerdistributions of $5.0 million. These debt prepayments were applied inforward order of maturity and included $37.4 million related to ourrequired annual excess cash flow payment. In addition, in July 2004, wemade additional prepayments totaling $45.0 million on our seniorsecured credit agreement. This prepayment, plus the other prepaymentsmade during 2004 and those associated with the issuance of bonds during2003, eliminated debt amortization on our senior credit agreement untilDecember 31, 2005. During the six months ended June 2003, net cash usedfor financing activities was $6.3 million million. This primarilyrelated to the offering of the bonds and the amendments to our seniorsecured credit agreement; the $35.6 million principal payment on thesenior secured credit agreement made on December 31, 2002; $12.5million in proceeds from a land sale used to prepay additionalprincipal on the senior secured credit agreement; and payment of $10.0million in partner distributions.

At June 26, 2004, our totaldebt was $1,048.6 million, which included $495.2 million outstandingunder our bonds ($500.0 million, net of a remaining discount of $4.8million) and $553.4 million outstanding under our senior secured creditagreement. At June 26, 2004, we also had $171.8 million in cash andunused revolving credit, consisting of $76.8 million in cash and $95.0million available under our revolving credit facilities. Our seniorsecured credit agreement 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 June 26, 2004,we were in compliance with all terms.

Under the terms of ourpartnership agreement, a special fee is payable to Vivendi UniversalEntertainment equal to 5% of revenue, as defined, generated byUniversal Studios Florida and Universal's Islands of Adventure.Deferred special fees bear interest at the prime rate. The special feegenerated from Universal's Islands of Adventure since opening hasbeen and 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, atJune 26, 2004 and December 27, 2003, respectively, we had deferredspecial fees payable to Vivendi Universal Entertainment related toUniversal's Islands of Adventure of $89.1 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 

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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 six months ended June 2004. Accordingly,during the six months ended June 2004, we paid fees of $3.9 million toVivendi Universal Entertainment. In addition, at June 26, 2004, ourconsolidated balance sheet included $5.3 million classified as currentliabilities related to the current portion of the special fees payableto Vivendi Universal Entertainment. The deferred special fees relatedto Universal Studios Florida may only be paid if our funded debt ratiois 4.0 to 1.0 or less. At June 26, 2004, our funded debt ratio wasslightly above 4.0. Accordingly, at June 26, 2004 and December 27,2003, respectively, we had deferred special fees payable to VivendiUniversal Entertainment related to Universal Studios Florida of $59.4million and $58.2 million.

We believe that funds generated fromoperations and available borrowing capacity will be adequate to fundour debt service requirements, capital expenditures and working capitalrequirements for the near future. We believe that our current financialposition and financing plans 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.

Interest Rate Risk

We are exposedto market risks relating to fluctuations in interest rates. Ourpractice is to utilize derivative financial instruments to manage aportion of these interest rate risks. At June 26, 2004, we had fourinterest-rate swap agreements outstanding with an aggregate notionaldebt amount of $198.0 million that qualified for hedge accountingtreatment in accordance with Statement of Financial AccountingStandards (SFAS) 133 "Accounting for DerivativeInstruments and Hedging Activities." These swap agreementsprovide for quarterly reductions in notional value until expiration inearly 2006. During the six months ended June 2004, the fair value ofthese interest rate swaps increased by $7.1 million, which reduced theliability recorded on our consolidated balance sheet.

At June26, 2004, we also had two swap agreements with an aggregate notionaldebt amount of $300.0 million that did not qualify for hedge accountingtreatment under SFAS 133. During the six months ended June 2004, thefair value of these interest rate swaps increased by $0.8 million,which reduced the liability recorded on our consolidated balancesheet.

We are exposed to credit loss in the event ofnonperformance by the other party to our derivative financialinstruments. We limit this exposure by entering into agreementsdirectly with a number of major financial institutions that meet ourcredit standards and that are expected to satisfy fully theirobligations under these contracts. We view derivative financialinstruments as a risk management tool and do not use them forspeculative or trading purposes.

Compensation

Vivendihas granted stock options to certain of our key employees. These stockoptions give our key employees the right to purchase Vivendi AmericanDepository Shares at a set price (exercise price) or receive cash forthe difference between the market value and the exercise price on theirvested stock options. In connection with the close of the NBCTransaction, Vivendi will not be granting any new stock options to ouremployees after the close of the NBC Transaction. Historically, we havebeen responsible for the expense and the cash payment related to thesestock options granted prior to the close of the NBC Transaction.Accordingly, if one of our employees were to exercise their options forthe cash difference between the grant price and market price, we wouldhave paid this difference directly to the employee. However, as aresult of the NBC Transaction, this responsibility was transferred toVivendi. Accordingly, stock options granted prior to the close of theNBC Transaction and exercised after the close of the NBC Transactionwill have no future impact on our consolidated financialstatements.

We have a long-term growth incentive plan to providecertain of our senior officers the opportunity to benefit from ourgrowth in value and to provide incentives to those employees to

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contribute to the success of our business.Under the plan, these employees are granted Value Appreciation Rights,the value of which is generally based upon the growth in market valueof the equity ownership interests of our general and limited partners.These Value Appreciation Rights will become automatically exercisablein exchange for cash upon the earlier to occur of a change in ourownership or January 1, 2005. The value of the Value AppreciationRights are generally based on the growth of market value ofBlackstone's and Vivendi Universal Entertainment'sownership interests in us. If a change of our ownership occurs, thepayout value is computed based upon the sales price of the ownershipchange. If January 1, 2005 occurs prior to such an ownership change,the payout value is calculated based upon an earnings multiple from thefinancial results generated during 2004. We accrue the estimated payoutvalue using the straight-line method over the term of the plan based onthe assumption that January 1, 2005 occurs prior to an ownershipchange. Due to our favorable results, during the three and six monthsended June 2004, respectively, we increased our accrual related to thevalue of the outstanding Value Appreciation Rights by $4.1 million and$6.6 million, which gave us an ending accrual balance of $8.9 millionat June 26, 2004.

Cautionary Note Regarding Forward-LookingStatements

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 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 Universal Studios, Inc.and its affiliates; the loss of key distribution channels for passsales; competition within the Orlando theme park market; publicityassociated with accidents occurring at theme parks; the loss ofmaterial intellectual property rights used in our business; and theseasonality of our business. There may also be other factors that maycause our actual results to differ materially from those expressed inor implied by any forward-looking statements contained in thisreport.

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

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UCDP Finance, Inc.

The managementof UCDP Finance, 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 has not been anysignificant change in Finance's internal controls or otherfactors that could significantly affect those controls subsequent totheir date of evaluation during the quarter ended June2004.

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PART II —OTHER INFORMATION

ITEM 1.    Legal Proceedings

Capital Claims

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

The general contractor of Seuss Landing at IOA (the GeneralContractor), filed suit in July 2000 alleging breach of contract by us.The suit sought damages in excess of $25.0 million and foreclosure ofits lien against the project. The General Contractor later voluntarilyreduced its lien claim to approximately $20.7 million. We denied thesubstantive allegations of the claim and filed a counterclaim allegingfraudulent lien, breach of contract, breach of releases and othercounts. The General Contractor later amended its complaint to addadditional parties and additional claims. The parties have entered intoa Mutual Release and Settlement Agreement effective as of June 11,2004. We made payment of $9.6 million 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 we 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 we 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 is also seeking discovery of any other financialarrangements with licensors at IOA that might be relevant to theCompensation Alternative. The arbitration panel has been selected anddiscovery has commenced. Marvel has voluntarily withdrawn the MarketingClaim, without prejudice. We have denied all of the materialallegations by Marvel and asserted 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.

Ride & Show

On November 13, 2003, Ride & Show Engineering, Inc. filed aComplaint For Patent Infringement, Injunctive Relief and Damages (theComplaint) in the United States District Court for the Central Districtof California, naming USJ Co., Ltd., and Universal City Studios LLLPd/b/a Universal Studios Recreation Group, affiliates of us, asdefendants. On February 12, 2004, the Plaintiff served a First AmendedComplaint (the Amended Complaint) upon naming the above-referenceddefendants as well as us and another company, Oriental Land Co., Ltd.,as additional defendants. On September 24, 2003, a similar complaintwas filed in the same court against other defendants, includingentities that appear to be operators of amusement parks and amusementpark rides, and designers and manufacturers of amusement park rides.The Amended Complaint alleges that the named defendants have infringedU.S. Patent No. 5,527,221 (the Patent) by operating, making, using,selling, advertising, and/or offering for sale in the United Statesamusement park rides that embody or otherwise practice one or more ofthe claims of such patent or by otherwise contributing to infringementor inducing others to infringe. The Amended Complaint does not includespecific allegations concerning the location or manner of allegedinfringement. However, plaintiff's counsel has 

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advised us that the allegations of theAmended Complaint relate to rides located at our theme parks. We fileda motion 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 California granted our Motion anddismissed, without prejudice, the case for improper venue. As a result,we are no longer a party to this action. On May 21, 2004, we filed aComplaint against Ride & Show Engineering, Inc. (Ride & Show)in the U.S. District Court for the Middle District of Florida. OurComplaint contains counts for declaratory relief, breach of contract,conversion, unjust enrichment, constructive trust, and fraud. Amongother things, our Complaint challenges Ride & Show'sownership of the subject Patent and the validity of the Patent. Inaddition, we seek a declaration by the Court that we have not infringedthe Patent. We also seek damages for Ride & Show's use of theinvention that is the subject of the Patent. On July 19, 2004, Ride& Show filed a motion to dismiss our Complaint and to transfer aportion of our declaratory relief count to the U.S. District Court forthe Central District of California. We have yet responded to Ride &Show's motion, and this action remains pending in the U.S.District Court for the Middle District of Florida. Because this case isin its early stages, it is premature to assess the likelihood of anyimpact that this case may have on our financial position or the resultsof operations.

Other

We are threatened with or involvedin various other legal actions and claims incidental to the conduct ofits business. We do not expect a material impact to our results ofoperations, financial position or cash flows by reason of theseactions.

ITEM 5.    Other Information

In connectionwith the closing of the  transaction among Vivendi UniversalS.A., General Electric Company (GE),  National BroadcastingCompany, Inc.,  National Broadcasting Company Holding, Inc. andUniversal Studios Holding III Corp.  to form NBC Universal, Inc.(NBC Universal) in May 2004, Glenn Gumpel stepped down from our ParkAdvisory Board to  become President of USJ Co., Ltd.   Hisreplacement is Deborah Reif.   Ms. Reif is Executive VicePresident, Financial Structuring, for NBC Universal.   Prior tojoining NBC Universal, Ms. Reif was Chief Executive Officer ofGE's Financial Guaranty Insurance Company (FGIC) from 2001 to2004.   Before assuming her role at FGIC, Ms. Reif served inpositions of increasing responsibility in several divisions of GECapital, most recently as Vice President of Global Asset Management andTelecom.   She has been with various businesses within GE since1973.

ITEM 6.    Exhibits and Reports on Form 8-K

(a)    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 the RegistrationStatement on Form S-4 of the Registrants filed September 10,2003). |
| 3.2 |  | Articles of Incorporation ofUCDP Finance, Inc. (previously filed under the corresponding exhibit ofAmendment No.1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003).                                                                                                                                                                                                                     |
| 3.3 |  | Bylaws of UCDP Finance, Inc. (previously filedunder the corresponding exhibit of Amendment No.1 to the RegistrationStatement on Form S-4 of the Registrants filed September 10,2003).                                                                                                                                                                                                                                        |
|     |

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |
|------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 4.1  |  | Indenture dated as ofMarch 28, 2003, among Universal City Development Partners, Ltd. andUCDP Finance, Inc., as issuers, and The Bank of New York, as trustee,as amended, relating to the Registrants' 113⁄4%senior notes due 2010 (previously filed under the corresponding exhibitof Amendment No.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 Form S-4 ofthe Registrants filed September 10, 2003).                                                                                                                                 |
| 4.3  |  | Subordination Agreement dated as of March 28,2003, among Universal City Development Partners, Ltd., VivendiUniversal Entertainment LLLP, Universal Studios, Inc., Universal CityProperty Management II LLC, Universal City Florida Holding Co. I,Universal City Florida Holding Co. II, Additional Creditors (as definedtherein), Universal City Development Partners, Ltd. and The Bank of NewYork, as trustee (previously filed under the corresponding exhibit ofAmendment No.1 to the Registration Statement on Form S-4 of theRegistrants filed September 10, 2003). |
| 31.1 |  | Certification of Principal Executive Officer ofUniversal City Development Partners, Ltd. Pursuant to Rule15d-14(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2 |  | Certification of PrincipalFinancial Officer of Universal City Development Partners, Ltd. Pursuantto 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. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.4 |  | Certification of Principal Financial Officer ofUCDP Finance, Inc. Pursuant to 18 U.S.C. Section1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |

(b)    Reports on Form 8-K: The followingreports were filed during Universal City Development Partners,Ltd.'s three months ended June 2004.

We filed aForm 8-K dated May 6, 2004, furnishing under Item 9 thereof, thetranscript of a public telephonic conference call conducted by MichaelJ. Short, Principal Financial Officer of Universal City DevelopmentPartners, Ltd., to discuss the first quarter performance of UniversalCity Development Partners, Ltd. and subsidiaries.

Wefiled a Form 8-K dated May 13, 2004, furnishing under Item 9 thereof,which announced the transaction between Vivendi Universal S.A. andNational Broadcasting Company, Inc. pursuant to which Vivendi UniversalS.A. contributed its ownership interests in Universal Studios, Inc. toa subsidiary of National Broadcasting Company,Inc.

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SIGNATURES

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

|                                             |  |                                                                                                 |  |  |  |  |
|---------------------------------------------|--|-------------------------------------------------------------------------------------------------|--|--|--|--|
|                                        |  | UNIVERSAL CITYDEVELOPMENTPARTNERS, LTD.                                                         |
| Date:    August9, 2004  |  | By:   /s/   Michael J.Short                                       |
|                                        |  | Name: MichaelJ. Short Title:    Principal Financial Officer            |
|                                        |  | UCDP FINANCE, INC.                                                                              |
| Date:    August 9, 2004 |  | By:/s/ Michael J. Short                                                                         |
|                                        |  | Name: Michael J.Short Title:    Treasurer (Principal FinancialOfficer) |
|                                             |

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