EXHIBIT 4.2

SEE
RESTRICTIVE LEGEND ON REVERSE SIDE HEREOF

|          |  | A Delaware Corporation                                                   |  |          
|--------- |  | ------------------------------------------------------------------------ |  | ---------
|          |  |                                                                          |  |          
|NUMBER
** |  |                                                                          |  | SHARES
**
|          |  |                                                                          |  |          
|          |  | UNITEDGLOBALCOM, INC.CLASS B COMMON STOCK
Shares are with $.01 par value |  |          

This Certifies thatis the owner
of                        Shares of the Capital Stock of

|UnitedGlobalCom, Inc. |  | Fully Paid and Non-Assessable
|--------------------- |  | -----------------------------

transferable
only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof,the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal
to be hereunto affixed this        day of                        A.D.

|Senior Vice President |  |  |  | Assistant Secretary
|--------------------- |  |  |  | -------------------

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THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A FOUNDERS AGREEMENT (NEW UNITED), DATED AS OF JANUARY 30, 2002, COPIES OF WHICH ARE AVAILABLE FROM UNITEDGLOBALCOM, INC. UPON REQUEST,
AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO THE PROVISIONS OF SUCH FOUNDERS AGREEMENT.

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AND A VOTING AGREEMENT, EACH DATED AS OF JANUARY 30, 2002, COPIES OF WHICH ARE AVAILABLE FROM UNITEDGLOBALCOM,
INC. UPON REQUEST, AND ANY SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT
OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDERS AGREEMENT AND VOTING AGREEMENT.

CERTIFICATEFORSHARESOFCAPITAL STOCKISSUED TODATED


|For Value Received,        hereby sell, assign and transfer                                                             
|------------------------------------------------------------------------------------------------------------------------
|                                                                                                                        
|unto                                                                                                                    
|                                                                                                                        
|                                                                                                                        
|of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint            
|                                                                                                                        
|                                                                                                                        
|to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises.

|               |  |  |  | 
|-------------- |  |  |  | 
|Dated          |  |  |  | 
|               |  |  |  | 
|               |  |  |  | 
|In presence of |  | 
|               |  |  |  | 
|               |  | 

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NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

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