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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

            [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the ten months ended December 31, 1998
                                       or
          [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the transition period from 3/1/98 to 12/31/98

                           Commission File No. 0-21974

                       UNITED INTERNATIONAL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

           State of Delaware                                     84-1116217
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

    4643 South Ulster Street, #1300
            Denver, Colorado                                        80237
(Address of principal executive offices)                         (Zip code)

       Registrant's telephone number, including area code: (303) 770-4001

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                 Class A Common Stock, par value $0.01 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 10 months and (2) has been subject to such filing requirements for
the past 90 days. Yes  X  No
                     ----    ----
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.
                             -----
The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant,  computed by reference to the last sales price of such stock,  as of
the close of trading on May 3, 1999 was $2,515,083,956.

The number of shares  outstanding of the Registrant's  common stock as of May 3,
1999 was:

          Class A Common Stock - 33,351,410 shares
          Class B Common Stock -  9,733,540 shares
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<PAGE>
                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------


     The directors and executive  officers of the Company and their ages,  along
with their respective position with the Company as of June 1, 1999 are set forth
below. All officers are appointed for an indefinite term serving at the pleasure
of the Board.

Name                                  Age      Position
----                                  ---      --------

Gene W. Schneider                     72       Chairman of the Board and Chief
                                               Executive Officer

Michael T. Fries                      36       President

Mark L. Schneider                     43       Director and Executive Vice
                                               President; Chief Executive
                                               Officer of UPC

J. Timothy Bryan                      38       President and Chief Financial
                                               Officer of UPC

John F. Riordan                       56       Director; Executive Vice
                                               President of UPC

Albert M. Carollo                     85       Director

John P. Cole                          69       Director

Lawrence F. DeGeorge                  54       Director

Lawrence J. DeGeorge                  82       Director

Antony P. Ressler                     38       Director

Curtis W. Rochelle                    83       Director

Bruce H. Spector                      56       Director


     The number of members of the Company's Board is currently fixed at ten. The
Company's Second Restated Certificate of Incorporation provides for a classified
Board of Directors,  which may have the effect of deterring hostile takeovers or
delaying  changes in control or  management  of the  Company.  For  purposes  of
determining their terms,  directors are divided into three classes.  The Class I
directors,  whose terms expire at the 2000 annual stockholders' meeting, include
Messrs. Carollo, Lawrence J. DeGeorge,  Ressler and Mark L. Schneider. The Class
II  directors,  whose  terms  expire at the 2001 annual  stockholders'  meeting,
include Messrs. Cole, Lawrence F. DeGeorge and Spector. The Class III directors,
whose terms expire at the 1999 annual  stockholders'  meeting,  include  Messrs.
Riordan,  Rochelle and Gene W.  Schneider.  Each  director  elected at each such
meeting  will  serve  for a  term  ending  on  the  date  of  the  third  annual
stockholders ' meeting after his election or until his successor shall have been
duly elected and qualified.

                                     III-1
<PAGE>


     GENE W. SCHNEIDER,  72, has served as Chairman of the Board of Directors of
the  Company  since  its  inception  in May 1989 and was a  director  of  United
International Holdings, a Colorado general partnership (the "Partnership"), from
September 1989 until its  dissolution  in December 1993. Mr.  Schneider has also
served as the Company's Chief  Executive  Officer since October 1995, and served
as  President  from October  1997 until he  relinquished  the title in September
1998. Mr. Schneider served as Chairman of United Artists  Entertainment  Company
("United  Artists"),  then the third  largest  multiple  system  operator in the
United States, from May 1989 until its merger with Tele-Communications,  Inc. in
November 1991. He was a founder of United Cable Television  Corporation ("United
Cable") in the early 1950s and, as its  Chairman  and Chief  Executive  Officer,
helped build United Cable into the  eighth-largest  multiple  system operator in
the United  States prior to its merger with United  Artists in 1989. He has been
active in cable  television  affairs and has served on the Board of the National
Cable  Television  Association  ("NCTA") and on numerous  committees and special
projects thereof since the NCTA's inception in the early 1950s. Mr. Schneider is
one of the original inductees into the NCTA's Cable Television Pioneers.  He has
also served as Chairman of C-SPAN and was involved in the  formation of numerous
programming companies such as Discovery and Turner Broadcasting, and served as a
director on their respective boards. Mr. Schneider is also Chairman of the Board
of Advance Display Technologies, Inc. and is an advisor to the Supervisory Board
of UPC.

     MICHAEL  T.  FRIES,  36,  has  served as  President  of the  Company  since
September  1998 and as Chairman of the  Supervisory  Board of UPC since February
1999.  He has also  served as  President  and  Chief  Executive  Officer  of UIH
Asia/Pacific  Communications,  Inc., a majority owned  subsidiary of the Company
("UAP"),  since June 1995 and December 1996,  respectively.  In addition,  since
September  1998,  Mr. Fries has served as the  President  of UIH Latin  America,
Inc., a wholly-owned  subsidiary of the Company ("ULA"). From March 1990 to June
1995, Mr. Fries served as Senior Vice  President,  Development in which capacity
he was  responsible  for managing the  Company's  acquisitions  and new business
development activities, including the Company's expansion into the Asia/Pacific,
Latin America and European markets.

     MARK L. SCHNEIDER, 43, has been a director of the Company since April 1993,
and Executive  Vice President of the Company since December 1996. In April 1997,
Mr. Schneider also became Chief Executive  Officer of UPC and is the Chairman of
its Board of Management.  From April 1997 until  September  1998, Mr.  Schneider
served as President of UPC, and from May 1996 to December 1996, he served as the
Chief of Strategic Planning and Operational Oversight for the Company. He served
as  President  of the Company from July 1992 until March 1995 and as Senior Vice
President of the Company from May 1989 until July 1992. Mr.  Schneider is also a
director of Advance Display Technologies, Inc.

     J. TIMOTHY BRYAN,  38, has served as President and Chief Financial  Officer
of UPC and as a member of its  Board of  Management  since  September  1998.  He
served as a member of the  Supervisory  Board of UPC from  December  1996  until
September  1998. He also served as the Chief  Financial  Officer,  Treasurer and
Assistant Secretary of the Company from December 1996 until September 1998. From
1993 until Mr. Bryan joined the  Company,  Mr. Bryan served as the  Treasurer of
Jones Financial Group, Inc., an affiliate of Jones International  Limited, where
he was primarily responsible for public and private capital formation. Mr. Bryan
also served as the Treasurer of Jones Intercable, Inc. from 1990 to 1993.

     JOHN F.  RIORDAN,  57, has been a director of the Company since March 1998.
In March 1998, the Company appointed Mr. Riordan Executive Vice President of UPC
and in  September  1998,  Vice  Chairman of UPC's Board of  Management.  Also in
September 1998, he became President of the Advanced  Communications division for
UPC, where he oversees the  implementation of UPC's  Internet/data  services and
digital distribution  network.  Since March 1999, he is also the Chief Executive
Officer of UPC's chello broadband. From April 1997 until March 1998, Mr. Riordan
was a member of UPC's Supervisory  Board, and from 1992 until November 1998, Mr.
Riordan  served as Chief  Executive  Officer  of  Princes  Holdings  Limited,  a
multi-channel  television operating company in Ireland in which the Company held
a 20% interest until its sale in November 1998.

     ALBERT M. CAROLLO,  85, has been a director of the Company since April 1993
and was a director of the  Partnership  from December 1990 until its dissolution
in December 1993. Mr. Carollo is the Chairman of Sweetwater  Television Company,
a cable  company,  and served as its President from 1955 until 1997. Mr. Carollo
served as a director of United  Artists from  December 1988 to November 1991 and
as a director of United Cable from 1974 until 1989.

     JOHN P. COLE, JR., 69, has been a director of the Company since March 1998,
and became a member of the  Supervisory  Board of UPC in February 1999. Mr. Cole
has practiced law in  Washington,  D.C. since 1956 and has been counsel over the

                                     III-2
<PAGE>


years in many landmark proceedings before the Federal Communications Commission,
reflecting the  development of the cable  industry.  In 1966, he founded the law
firm of Cole,  Raywid & Braverman,  a 30 lawyer firm specializing in all aspects
of  communications  and  media  law.  Mr.  Cole is also a  director  of  Century
Communications Corporation.

     LAWRENCE F.  DEGEORGE,  54, has been a director  of the Company  since June
1997.  Since 1991,  Mr.  DeGeorge has directed  venture  capital  investments in
telecommunications  and  biotechnology as Chief Executive  Officer of LPL Group,
Inc., LPL  Investments  Group,  Inc., LPL  Management  Group,  Inc. and DeGeorge
Holding Ltd. Mr. DeGeorge is also a director of CompleTel,  LLC, a multinational
provider of switched,  local  telecommunications and related services. He served
as President of Amphenol  Corporation,  a major  international  manufacturer  of
electrical,  electronic and fiber optic connectors,  cable and cable assemblies,
from May 1989 to  January  1991,  and as  Executive  Vice  President  and  Chief
Financial  Officer  from  September  1986 to May 1989.  He was also  Director of
Amphenol  Corporation  from June 1987 until January 1991. Mr. DeGeorge is also a
director of Advance Display Technologies, Inc.

     LAWRENCE J.  DEGEORGE,  82, has been a director of the Company  since April
1993 and was a  director  of the  Partnership  from  September  1989  until  its
dissolution in December 1993. Mr.  DeGeorge  served as Chairman of the Board and
Chief  Executive  Officer  of  Amphenol   Corporation,   a  major  international
manufacturer  of electrical,  electronic and fiber-optic  connectors,  cable and
cable  assemblies,  from May 1987 until its sale in May 1997. Mr.  DeGeorge also
served as the Chief  Executive  Officer of  Amphenol  Corporation's  subsidiary,
Times  Fiber  Television  Communications,  Inc.,  a major U.S.  manufacturer  of
coaxial  cable for the cable  television  industry,  from 1985 until the sale of
Amphenol Corporation.

     ANTONY P.  RESSLER,  38, has been a director of the Company  since  October
1993 and became a member of the Supervisory Board of UPC in February 1999. Since
its inception in 1990, Mr. Ressler has been a partner of Apollo  Advisors,  L.P.
and  Ares  Management,  L.P.,  financial  advisors  to and  representatives  for
institutional investors with respect to securities  investments.  Mr. Ressler is
also a director of Allied Waste Industries,  Inc., Vail Resorts, Inc., Prandium,
Inc. and Berlitz International, Inc.

     CURTIS W. ROCHELLE, 83, has been a director of the Company since April 1993
and was a director of the Partnership, from September 1989 until its dissolution
in December 1993. He is a rancher in Rawlins, Wyoming, and the owner of Rochelle
Livestock.  Mr.  Rochelle  served as a director of United  Artists from December
1988 to November 1991 and as a director of United Cable from 1974 until 1989.

     BRUCE H.  SPECTOR,  56, has been a director  of the Company  since  October
1993.  From October 1992 through  1994,  Mr.  Spector  served as a consultant to
Apollo  Advisors,  L.P.,  which through several funds  represents  institutional
investors with respect to corporate acquisitions and securities investments.  In
1995,  Mr. Spector  became a partner of Apollo  Advisors,  L.P. Prior to joining
Apollo  Advisors,  L.P.,  Mr. Spector was a senior member of the Los Angeles law
firm of Stutman,  Treister & Glatt Professional Corporation for nearly 25 years.
Mr. Spector is a director of Telemundo  Group,  Inc.,  Metropolis  Realty Trust,
Inc. and Vail Resorts, Inc.

     Gene W. Schneider and Mark L. Schneider are father and son, and Lawrence J.
DeGeorge  and  Lawrence  F.  DeGeorge  are  father  and  son.  No  other  family
relationships exist between any other named executive officer or director of the
Company.

     During the past five years,  neither the above  executive  officers nor any
director of the Company has had any  involvement  in such legal  proceedings  as
would be material to an evaluation of his or her ability or integrity.

     Effective June 23, 1999, J. Timothy Bryan is no longer  President and Chief
Financial Officer of UPC. Mr. Riordan has become President of UPC as a result of
such departure.

     SENIOR MANAGEMENT. The following lists other officers who are not executive
officers of the Company but who make  significant  contributions  to the Company
and it subsidiaries.

     JAMES CLARK, 44, became Vice President, Regional Operations, of the Company
May 1, 1999,  where he will oversee all  operations  in  Asia/Pacific  and Latin
America.   Prior  to  that  he  served  as  the  Regional   Manager  for  Austar
Entertainment  Pty Limited,  which  became a subsidiary  of the Company in 1997,


                                     III-3
<PAGE>

from 1997 to May 1999.  From January 1996 to 1997, Mr. Clark served as Satellite
Operations Manager at Austar  Entertainment Pty Limited where he was responsible
for launching direct broadcast  satellite  service in rural Australia.  Prior to
joining Austar Entertainment Pty Limited, from 1990 to 1995, Mr. Clark served as
Regional  Vice  President  for the Disney  Channel  where he  managed  sales and
marketing in eight mid-west states serving over 1,000,000 subscribers.

     VALERIE L. COVER,  42, has served as the  Controller  for the Company since
October 1990 and as a Vice  President of the Company since  December  1996.  Ms.
Cover is responsible  for the  accounting,  financial  reporting and information
technology  functions of the Company.  Prior to joining the Company, she was the
Director of Corporate  Accounting at United  Artists from May 1989 until October
1990 and Manager of Financial Reporting at United Cable from June 1986 until May
1989.

     JOHN C. PORTER,  41, has served as the Chief Operating Officer of UAP since
January 1997,  and has served as the Managing  Director of Austar  Entertainment
Pty Limited,  which became a subsidiary of the Company in 1997, since July 1997.
In   these   positions,   Mr.   Porter   is   senior   operating   liaison   for
telecommunications  projects in the Asia/Pacific region. From 1995 until January
1997, Mr. Porter served as the Chief Operating Officer for Austar  Entertainment
Pty Limited,  where he was  responsible  for the design and  deployment  of such
company's   multi-channel   multi-point   distribution    system/satellite/cable
television  network.  Prior to joining  Austar  Entertainment  Pty Limited,  Mr.
Porter served as the President of the Ohio Division of Time Warner,  Inc., which
had over 250,000 cable customers.

     ELLEN P. SPANGLER,  50, has served as Senior Vice President of Business and
Legal Affairs and Secretary of the Company since  December 1996. She also became
a member of the  Supervisory  Board of UPC in  February  1999.  Ms.  Spangler is
responsible  for the legal  operations  of the  Company.  Prior to assuming  her
current  positions,  since  February 1991, she served as a Vice President of the
Company  and  her   responsibilities   included   business  and  legal  affairs,
programming and assisting on development projects.

     BLAS TOMIC, 49, became the President of VTR Hipercable S.A., a wholly-owned
subsidiary of the Company  ("VTRH") in April 1999.  From 1994 to 1999, Mr. Tomic
served as Executive  Member of the board of VTRH, Cia.  Nacional de Telfonos and
Cia.  Telfonos de  Coyhaique  S.A.  During 1996 and 1997,  Mr.  Tomic  served as
Executive  Member of the board of CTC-VTR  Comunicaciones  Mviles S.A. Mr. Tomic
has also represented the Government of Chile, Ministry of Finance, in the United
States and served as executive  director of, and Chilean  representative at, the
Inter-American Development Bank.

     TINA  WILDES,  38,  became the Senior  Vice  President  of  Operations  and
Development  Oversight  of the Company in May 1998.  She also became a member of
the Supervisory Board of UPC in February 1999. From October 1997 until May 1998,
Ms. Wildes served as Senior Vice President of Programming for the Company.  From
December 1993 until October 1997, Ms. Wildes served as a Regional Vice President
of UIHLA.  Prior to that time,  Ms.  Wildes  served as either a director or vice
president  of  development,  programming  and  operations  for  several  of  the
Company's European operating entities,  including operations in Sweden,  Norway,
Malta, Israel, Spain and Portugal since 1988.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's  directors and certain of its officers,  and persons holding more than
ten percent of the  Company's  Class A Common  Stock are  required to file forms
reporting their  beneficial  ownership of the Company's Class A Common Stock and
subsequent   changes  in  that   ownership  with  the  Securities  and  Exchange
Commission. Such persons are also required to furnish the Company with copies of
all forms so filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, and amendments  thereto  furnished to the Company,  the Company believes that
during the ten-month  period ended  December 31, 1998,  its executive  officers,
directors and greater than ten percent  beneficial  owners  complied on a timely
basis with all  Section  16(a)  filing  requirements,  except  Mr.  Cole and Mr.
Riordan  each filed their  respective  Form 3 late and Mr.  Fries filed one late
report  covering a disposition  of  securities.  Also, Mr. Cole filed three late
reports, all covering  acquisitions of securities.  In addition,  it came to the
Company's  attention  that Mr.  Ressler  and Mr.  Spector  failed to file  their

                                     III-4
<PAGE>

respective Form 3s upon their  appointments as directors in 1993.  These filings
were made in 1999. Also, the following  persons failed to timely file their Form
3s, all of which filings were made in 1999:  Albert & Carolyn Company (a trust),
James  R.  Carollo,  John  B.  Carollo,  Kathleen  Jaure,  Jim  Rochelle,  Janet
Schneider,  Richard Schneider and Robert Schneider. Each of these persons may be
deemed a greater than ten percent beneficial owner of the Company as a result of
being a party to the Stockholders' Agreement.  Such persons,  however,  disclaim
beneficial  ownership  of the Company  securities  held by other  parties to the
Stockholders'  Agreement.  Although timely filed,  the Form 5s for the ten month
period ended  December 31, 1998,  filed by the following  persons,  respectively
contained  late  transaction  reports:  (i) Mr.  Curtis  Rochelle  included  six
transactions not timely filed, all covering acquisitions; (ii) Valerie L. Cover,
Controller,  included one transaction not timely filed for an acquisition, (iii)
Mr.  Lawrence F. DeGeorge  included one  transaction  not timely filed  covering
securities owned upon  appointment;  (iv) Mr. Lawrence J. DeGeorge  included one
transaction not timely filed covering  securities  owned upon  appointment and a
restruction  of his  beneficial  ownership;  and (v) Mr.  Fries  included  three
transactions  not timely  filed  covering one  acquisition  and two stock option
grants.

COMMITTEES AND MEETINGS

     The Company has an Audit Committee and a Compensation  Committee.  There is
no standing nomination committee of the Board.

     AUDIT  COMMITTEE.  The members of the Audit Committee are Messrs.  Carollo,
Cole and Lawrence J. DeGeorge. The Audit Committee is charged with reviewing and
monitoring the Company's financial reports and accounting practices to ascertain
that they are within acceptable limits of sound practice,  to receive and review
audit reports submitted by the Company's  independent  auditors and to make such
recommendations  to the Board as may seem  appropriate to the Audit Committee to
assure that the interests of the Company are adequately  protected and to review
all related party  transactions and potential  conflict-of-interest  situations.
The Audit  Committee of the Company held one meeting during the ten months ended
December 31, 1998.

     COMPENSATION  COMMITTEE.  The members of the Compensation  Committee during
the ten months ended December 31, 1998 (the "Committee"),  were Messrs. Carollo,
Cole (since his  appointment in March 1998),  Lawrence F. DeGeorge,  Lawrence J.
DeGeorge,  Ressler, Rochelle and Spector. The Committee held six meetings during
the ten months ended December 31, 1998. The Committee  administers the Company's
employee stock option plans, and in this capacity  approves all option grants to
Company executive  officers and management under the Company's 1993 Stock Option
Plan. It also makes  recommendations  to the Board of Directors  with respect to
the  compensation of the Chairman of the Board and Chief  Executive  Officer and
approves the  compensation  paid to other  senior  executives.  The  Committee's
report for the ten months ended  December  31,  1998,  is included in this Proxy
Statement.

     During  the ten  months  ended  December  31,  1998,  the  Board  had eight
meetings,  either in person or via telephonic conference.  None of the directors
attended  fewer than 75% of the  meetings  of the Board or of any  committee  of
which he is a member.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

     The following table sets forth the aggregate  annual  compensation  for the
Company's  Chief  Executive  Officer  and each of the  four  other  most  highly
compensated executive officers for services rendered during the ten months ended
December 31, 1998, and the fiscal years ended February 28, 1998 and February 28,
1997 ("Fiscal-Dec 1998," "Fiscal-Feb 1998" and "Fiscal 1997", respectively).  In
February  1999,  the Board of  Directors  approved  the change in the  Company's
fiscal year end from February 28 to December 31,  commencing  December 31, 1998.
As a result,  the information in the table for Fiscal-Dec 1998 reflects only the
10-month  period of March 1, 1998 through  December 31, 1998.  In addition,  the
information  in  this  section  reflects  compensation  received  by  the  named
executive   officers  for  all  services  performed  for  the  Company  and  its
subsidiaries.



                                     III-5
<PAGE>
<TABLE>
<CAPTION>
                                                     Summary Compensation Table
                                                     --------------------------
                                                                                                Long-Term
                                                          Annual Compensation                  Compensation
                                                 ---------------------------------------      --------------
                                                                               Other           Securities
                                                                               Annual          Underlying         All Other
Name and Principal Position             Year     Salary($)     Bonus($)     Compensation      Options(#)(1)    Compensation($)
---------------------------            ------    --------    ------------   ------------      -------------    ---------------
<S>                                   <C>        <C>          <C>            <C>                <C>                <C>
Gene W. Schneider                     Dec 1998   $375,000     $     --       $ 5,793(2)         350,000(3)         $4,327(4)
Chairman of the Board,                Feb 1998   $382,981     $     --       $    --            250,000(5)         $5,599(4)
President (until 9/98)                  1997     $352,212     $     --       $    --            100,000(6)         $5,529(4)
and Chief Executive Officer

Michael T. Fries                      Dec 1998   $250,000     $275,000(7)    $   217(8)         650,000(9)         $4,309(10)
President (from 9/98) and             Feb 1998   $254,269     $     --       $30,824(11)        350,000(12)        $5,627(10)
Senior Vice President (until 9/98)      1997     $233,962     $     --       $    --             10,000            $5,533(10)
President and Chief Executive
Officer, UAP

Mark L. Schneider                     Dec 1998   $301,923     $     --       $   723(13)        975,000(14)        $5,412(15)
Executive Vice President              Feb 1998   $318,750     $     --       $86,190(11)             --            $  486(15)
Chief Executive Officer, UPC            1997     $300,000     $     --       $    --             60,000            $  486(15)


J. Timothy Bryan                      Dec 1998   $250,000     $ 46,606(16)   $62,688(17)        487,500(18)        $4,109(19)
President and Chief Financial         Feb 1998   $244,808     $     --       $    --            120,000(20)        $5,721(19)
Officer, UPC (from 9/98), Chief         1997     $ 48,654(21) $     --       $    --                 --            $1,170(19)
Financial Officer and Senior
Vice President (until 9/98)

John F, Riordan                       Dec 1998   $251,507(22) $     --      $40,000(23)         575,000(14)        $   --
Executive Vice President, UPC         Feb 1998   $ 48,493(24) $     --      $    --                  --            $   --
</TABLE>

----------
(1)  Except as otherwise  noted,  amounts  represent  the number of options with
     respect to shares of the  Company's  Class A Common  Stock  granted to such
     executive  officers of the Company  under the  Company's  1993 Stock Option
     Plan, as amended (the "Employee Plan").
(2)  Represents  the  value of Mr.  Schneider's  personal  use of the  Company's
     airplane.
(3)  Pursuant to the 1993 Stock Option Plan, Mr.  Schneider was granted  options
     to  acquire  100,000  shares of Class of Common  Stock on  October 8, 1998.
     Pursuant to the UAP Stock Option Plan,  Mr.  Schneider was granted  phantom
     options  based on 62,500  shares of UAP Class A common  stock on October 8,
     1998.  Pursuant to the UPC Phantom  Stock Option Plan,  Mr.  Schneider  was
     granted  phantom  options  based  on  187,500  ordinary  shares  of  UPC on
     September 24, 1998.
(4)  Amounts  consist of  matching  employer  contributions  made by the Company
     under the Company's defined contribution 401(k) plan (the "401(k) Plan") of
     $3,734,  $4,951 and $4,833 for Fiscal-Dec 1998,  Fiscal-Feb 1998 and Fiscal
     1997,  respectively,  with the remainder  consisting of term life insurance
     premiums paid by the Company for Mr. Schneider's benefit.
(5)  Pursuant to the UAP Stock Option Plan,  Mr.  Schneider was granted  options
     based  on  125,000  shares  of UAP  Class A common  stock on June 6,  1997.
     Pursuant to the ULA Stock Option Plan,  Mr.  Schneider was granted  phantom
     options  based on  125,000  shares of ULA  Class A common  stock on June 6,
     1997.
(6)  Pursuant to the 1993 Stock Option Plan, Mr.  Schneider was granted  options
     to acquire 100,000 shares of Class A Common Stock.
(7)  Includes a $25,000  moving  allowance when Mr. Fries was relocated from the
     Company's  Australia  offices  back  to its  principal  office  in  Denver,
     Colorado.
(8)  Represents the value of Mr. Fries' personal use of the Company's airplane.
(9)  Pursuant to the 1993 Stock  Option Plan,  Mr. Fries was granted  options to
     acquire 100,000 shares of Class A Common Stock on October 8, 1998. Pursuant
     to the UPC Phantom Stock Option Plan, Mr. Fries was granted phantom options
     based on 75,000 ordinary  shares of UPC on September 24, 1998.  Pursuant to
     the UAP Stock Option Plan, Mr. Fries was granted  phantom  options based on
     175,000 shares of UAP Class A common stock on October 8, 1998.  Pursuant to
     the ULA Stock Option Plan, Mr. Fries was granted  phantom  options based on
     300,000 shares of ULA Class A common stock on September 18, 1998.

                                     III-6
<PAGE>

(10) Amounts  consist of  matching  employer  contributions  made by the Company
     under the Company's 401(k) Plan of $3,616, $4,979 and $4,837 for Fiscal-Dec
     1998,  Fiscal-Feb  1998 and Fiscal 1997,  respectively,  with the remainder
     consisting  of term life  insurance  premiums  paid by the  Company for Mr.
     Fries' benefit.
(11) Amount represents payments for living expenses, including rent, relating to
     foreign  assignment.
(12) Pursuant  to the UAP Stock  Option  Plan,  Mr.  Fries was  granted  phantom
     options  based on  350,000  shares of UAP  Class A common  stock on June 6,
     1997.
(13) Represents  the  value of Mr.  Schneider's  personal  use of the  Company's
     airplane.
(14) With  respect  to Mr.  Schneider,  includes  an option to  acquire  975,000
     ordinary shares of UPC and with respect to Mr. Riordan,  includes an option
     to acquire  50,000  shares of Class A Common Stock and an option to acquire
     525,000  ordinary  shares of UPC. See table on "Option Grants in Ten Months
     Ended December 31, 1998" below.
(15) Amounts  consist of  matching  employer  contributions  made by the Company
     under the Company's  401(k) Plan of $4,800,  $0 and $0 for Fiscal-Dec 1998,
     Fiscal-Feb  1998  and  Fiscal  1997,   respectively,   with  the  remainder
     consisting  of term life  insurance  premiums  paid by the  Company for Mr.
     Schneider's benefit.
(16) Includes a moving bonus of $46,606.
(17) Includes  $59,000  received  upon exercise of phantom stock options for ULA
     and the remainder  represents the value of Mr. Bryan's  personal use of the
     Company's airplane.
(18) Pursuant  to the UPC  Phantom  Stock  Option  Plan,  Mr.  Bryan was granted
     phantom  options based on 487,500  ordinary  shares of UPC on September 24,
     1998.
(19) Amounts  consist of  matching  employer  contributions  made by the Company
     under the Company's 401(k) Plan of $3,415, $5,073 and $1,062 for Fiscal-Dec
     1998,  Fiscal-Feb  1998 and Fiscal 1997,  respectively,  with the remainder
     consisting  of term life  insurance  premiums  paid by the  Company for Mr.
     Bryan's benefit.
(20) Pursuant  to the UAP Stock  Option  Plan,  Mr.  Bryan was  granted  phantom
     options based on 60,000 shares of UAP Class A common stock on June 6, 1997.
     Pursuant  to the ULA Stock  Option  Plan,  Mr.  Bryan was  granted  phantom
     options based on 60,000 shares of ULA Class A common stock on June 6, 1997.
(21) Mr.  Bryan  commenced  his  employment  with the Company in December  1996.
     Accordingly,  the salary information  included in the table represents only
     three months of employment during Fiscal-1997.
(22) Amount  represents  monthly  consulting  fees  paid to Mr.  Riordan  during
     Fiscal-Dec 1998. Mr. Riordan became an employee of UPC on April 1, 1999.
(23) Amount represents monthly payments for housing allowance.
(24) Mr.  Riordan began  providing  consulting  services to UPC in January 1998.
     Accordingly, amount represents only two months of fees for Fiscal-Feb 1998.


                                     III-7
<PAGE>


         The following table sets forth information  concerning  options granted
by the  Company  to  each  of  the  executive  officers  named  in  the  Summary
Compensation Table above during Fiscal-Dec 1998.
<TABLE>
<CAPTION>
                                           Option Grants in Ten Months Ended December 31, 1998(1)
                                           ------------------------------------------------------

                                                                                                Potential Realizable Value
                                                                                                  at Assumed Annual Rates
                                                                                                of Stock Price Appreciation
                                                   Individual Grants                                for Option Term (2)
                               -----------------------------------------------------------      ----------------------------
                                Number of       Percentage of
                                Securities      Total Options
                                Underlying       Granted to
                                 Options        Employees in   Exercise Price  Expiration
Name                            Granted (#)      Fiscal Year       ($/Sh)         Date              5% ($)            10% ($)
----                            -----------     -------------  --------------  -----------      -------------      ------------
<S>                             <C>                <C>          <C>              <C>              <C>               <C>
Gene W. Schneider
  Class A Common Stock......    100,000            27.0%           $ 8.3125       10/8/08           $  522,769        $1,324,798
  UPC Shares................    187,500(3)          5.0%         NLG12.00          4/1/07         NLG1,415,013      NLG3,585,921
  UAP common stock..........     62,500(4)          7.3%           $10.00        10/08/08           $  393,059        $  996,089
Michael T. Fries
  Class A Common Stock......    100,000            27.0%           $10.375        9/18/08           $  652,478        $1,653,507
  UPC Shares................     75,000(5)          2.0%         NLG13.57         9/24/08         NLG  640,058      NLG1,622,031
  UAP common stock..........    175,000(4)         20.3%           $10.00        10/08/08           $1,100,566        $2,789,049
  ULA common stock..........    300,000(4)         96.7%           $ 8.98         9/18/08           $1,694,242        $4,293,542
Mark L. Schneider
  Class A Common Stock......         --               --               --              --                   --                --
  UPC Shares................    975,000(6)         41.0%         NLG12.00          4/1/07         NLG7,358,067     NLG18,646,787
J. Timothy Bryan
  Class A Common Stock......         --               --               --              --                   --                --
  UPC Shares................     90,000(3)          2.4%         NLG12.00          4/1/07         NLG  679,206      NLG1,721,242
  UPC Shares................    397,500(3)         10.6%         NLG13.57         9/24/08         NLG3,392,305      NLG8,596,766
John F. Riordan
  Class A Common Stock......     50,000            13.5%           $ 8.3125       10/8/08         $    261,384        $  662,399
  UPC Shares................    525,000(6)         22.1%         NLG12.00          4/1/07         NLG3,962,036     NLG10,040,578
</TABLE>

(1)  Except as otherwise noted, all the stock options granted during  Fiscal-Dec
     1998 vest in 48 equal monthly  increments  following the date of the grant.
     Vesting  of the  options  granted  would be  accelerated  upon a change  of
     control of the Company as defined in the respective option plans.
(2)  The potential  gains shown are net of the option  exercise price and do not
     include the effect of any taxes associated with exercise. The amounts shown
     are  for  the  assumed  rates  of  appreciation  only,  do  not  constitute
     projections of future stock price  performance  and may not  necessarily be
     realized.  Actual gains,  if any, on stock option  exercises  depend on the
     future performance of the Company's Class A Common Stock and UPC's ordinary
     shares, respectively, continued employment of the optionee through the term
     of the options and other factors.
(3)  Shares subject to phantom options,  which UPC may at its option pay in cash
     or  UPC  shares  upon  exercise  thereof,  and  vest  in 48  equal  monthly
     increments from April 1, 1997. The price per share in U.S. dollars is $6.38
     and has been  determined  based on the exchange rate of $1.8807 on December
     31, 1998.
(4)  Shares  are the basis of phantom  options,  which are  payable in cash upon
     exercise thereof.
(5)  Shares subject to phantom options,  which UPC may at its option pay in cash
     or UPC shares upon exercise thereof. The price per share in U.S. dollars is
     $7.22 and has been  determined  based on the  exchange  rate of  $1.8807 on
     December 31, 1998.
(6)  Number of ordinary  shares of UPC to be issued upon  exercise.  Such option
     vests in 48 equal monthly  installments  from April 1, 1997.  The price per
     share  in U.S.  dollars  is  $6.38  and has  been  determined  based on the
     exchange rate of $1.8807 on December 31, 1998.

                                     III-8
<PAGE>


     The  following  table sets forth  information  concerning  the  exercise of
phantom options and concerning unexercised options held by each of the executive
officers  named  in the  Summary  Compensation  Table  above  as of  the  end of
Fiscal-Dec 1998.
<TABLE>
<CAPTION>
             Aggregated Option Exercises in Ten Months Ended December 31, 1998 and Period-End Option Values
             ----------------------------------------------------------------------------------------------

                                                                     Number of Securities           Value of Unexercised
                                Shares Acquired      Value           Underlying Unexercised              In-the-Money
                                on Exercise (#)   Realized ($)       Options at FY-End (#)         Options at FY-End ($)(1)
                                ---------------   ------------    ----------------------------   ----------------------------
Name                                                              Exercisable    Unexercisable   Exercisable    Unexercisable
----                                                              -----------    -------------   -----------    -------------
<S>                                <C>             <C>              <C>             <C>         <C>              <C>
Gene W. Schneider
  Class A Common Stock..........       --               --          239,167         150,833     $ 1,955,577      $ 1,390,673
  UPC Shares....................       --               --           78,125         109,375     $ 2,062,500      $ 2,887,500
  UAP common stock..............       --               --           49,479         138,021     $        --      $        --
  ULA common stock..............       --               --           46,875          78,125     $   221,250      $   368,750
Michael T. Fries
  Class A Common Stock..........       --               --          161,875         103,125     $ 1,465,157      $   879,844
  UPC Shares....................       --               --            4,688          70,312     $   119,825      $ 1,797,175
  UAP Common Stock..............       --               --          138,542         386,458     $        --      $        --
  ULA Common Stock..............       --               --           18,750         281,250     $        --      $        --
Mark L. Schneider
  Class A Common Stock..........       --               --          186,500           9,500     $ 1,605,250      $    48,250
  UPC Shares....................       --               --          406,250         568,750     $10,725,000      $15,015,000
J. Timothy Bryan
  Class A Common Stock..........       --               --           77,500          87,500     $   592,500      $   656,250
  UPC Shares....................       --               --           62,344         425,156     $ 1,645,882      $11,224,118
  UAP Common Stock..............       --               --           22,500          37,500     $        --      $        --
  ULA Common Stock..............   12,500(2)       $59,000           10,000          37,500     $    47,200      $   159,750
John F. Riordan
  Class A Common Stock..........       --               --            2,083          47,917     $    22,783      $   524,092
  UPC Shares....................       --               --          218,750         306,250     $ 5,775,000      $ 8,085,000
</TABLE>
(1)  The value of the options  for Class A Common  Stock is based on the closing
     price of $19.25 per share as reported by NASDAQ on December 31,  1998.  UPC
     sold shares in its initial public  offering at $32.78 per share on February
     11, 1999.  Such share price is the basis for the values  determined  in the
     above table for UPC options.  The values for the phantom options of UAP and
     ULA  are based on  the fair market  value of $10.00 per share and $8.98 per
     share, respectively, as determined by the Board.
(2) Represents the number of shares underlying  phantom stock options which were
    exercised in Fiscal-Dec 1998.

EXECUTIVE OFFICER AGREEMENTS

     MARK L.  SCHNEIDER.  On June 1, 1995, the Company entered into a Consulting
Agreement  (the  "Agreement")  with Mark L.  Schneider,  who until that time had
served as the  Company's  President.  Mr.  Schneider's  Agreement  is for a term
ending on May 31, 2000.  Although the Agreement provides that Mr. Schneider will
be available for up to 90 days each calendar year to serve as a consultant,  Mr.
Schneider and the Company have agreed that Mr. Schneider will work full time for
the Company as Chief  Executive  Officer of UPC.  Until  December  1, 1997,  Mr.
Schneider  received an annual fee of $300,000,  thereafter the Company increased
such fee to $375,000.  In addition,  Mr. Schneider  receives insurance and other
perquisites  that  are  available  to  him  in  his  capacity  as  an  Executive
Vice-President  of the  Company  or that are  otherwise  made  available  to top
executives of the Company.

     All of Mr. Schneider's  unvested stock options vested as of the date of the
Agreement.  He will be entitled to receive  additional  stock options during the
consulting  period,  in an  amount  to be  determined  by  the  Board  upon  the
recommendation of the Chairman of the Company,  but shall be entitled to receive
at least  options to purchase a number of shares of the Company  equal to 90% of
the average number of shares provided in options granted to the Chairman,  Chief
Executive  Officer,   Chief  Operating  Officer,  Chief  Financial  Officer  and
Executive Vice President.  In June 1995, Mr. Schneider received stock options to
purchase  36,000  shares of Class A Common Stock at an exercise  price of $15.75
per share.  In December 1996, Mr.  Schneider  received stock options to purchase
60,000 shares of Class A Common Stock at an exercise  price of $12.75 per share;
however, Mr. Schneider agreed to cancel 50,000 shares thereof in connection with
a grant of options by UPC.

                                     III-9
<PAGE>

     The Agreement is terminable  by the Company or by Mr.  Schneider.  If it is
terminated  by  Mr.  Schneider,  benefits  will  terminate  as of  the  date  of
termination. If Mr. Schneider is terminated by the Company, or dies prior to the
end of the  term  of the  Agreement,  he or his  personal  representative  shall
receive all payments due under the Agreement through its term.

     Mr.  Schneider  has agreed that he will not enter into  certain  businesses
that  would be  competitive  with  the  Company.  This  Agreement  provides  for
indemnification  of Mr. Schneider by the Company to the full extent permitted by
its Certificate of Incorporation  or Bylaws,  any standard  indemnity  agreement
between the Company and its officers and  directors  or by  applicable  law. Mr.
Schneider and the Company have executed mutual releases.

     J. TIMOTHY  BRYAN.  On October 1, 1998, the Company and UPC entered into an
Employment Agreement with J. Timothy Bryan in connection with Mr. Bryan becoming
the President and Chief Financial Officer of UPC. Until that time, Mr. Bryan had
served  as  the  Company's  Chief  Financial  Officer.  Mr.  Bryan's  Employment
Agreement  is for a term  expiring  on March  31,  2001.  Under  the  Employment
Agreement,  Mr.  Bryan's  initial  base salary was  $300,000,  which the Company
increased  to  $330,000  on January 1, 1999.  Such salary is subject to periodic
adjustments.  In  addition  to his base  salary,  Mr.  Bryan is  entitled to tax
equalization payments and other amounts related to his non-U.S. assignments.

     Upon execution of the Employment  Agreement,  Mr. Bryan received a one-time
moving  assistance  allowance  of $25,000.  In addition,  Mr.  Bryan  receives a
monthly car allowance of $1,235.  The  Employment  Agreement also provides for a
$60,000 transfer bonus payable in 30 equal monthly increments.

     The  Employment  Agreement  may be terminated at any time by the Company or
Mr. Bryan.  If Mr.  Bryan's  employment is  terminated,  other than for cause as
specified in the Employment Agreement,  he is entitled to receive the balance of
payments  due  under  the  remaining  term  of the  Employment  Agreement.  Upon
termination for any other reason,  including death or disability,  only payments
accrued to  termination  date will be paid.  Mr.  Bryan left UPC and the Company
effective June 23, 1999.

COMPENSATION OF DIRECTORS

     The Company  compensates its outside directors at $500 per month and $1,000
per board and committee meeting ($500 for certain telephonic meetings) attended.
Directors  who  are  also  employees  of  the  Company   receive  no  additional
compensation  for  serving  as  directors.  The  Company  reimburses  all of its
directors  for  travel  and  out-of-pocket  expenses  in  connection  with their
attendance  at meetings of the Board.  In addition,  under the Stock Option Plan
for  Non-Employee  Directors  adopted  June 1,  1993  (the  "1993  Plan"),  each
non-employee director received options for 20,000 shares of Class A Common Stock
upon the effective  date of the 1993 Plan or upon election to the Board,  as the
case may be.  Options for an aggregate of 480,000 shares of Class A Common Stock
may be granted under the 1993 Plan.  Of the options  granted as of June 1, 1999,
under the 1993 Plan, for an aggregate of 360,000 shares of Class A Common Stock,
options for 140,000  shares were granted prior to a  two-for-one  stock split in
March 1994,  resulting in options for 280,000 shares of Class A Common Stock. In
addition,  options for 40,000 shares were cancelled in Fiscal-Dec 1998.  Options
granted under the 1993 Plan vest 25% on the first  anniversary of the respective
dates of grant and then evenly over the next  36-month  period.  Such vesting is
accelerated upon a "change of control" of the Company.

     The  non-employee  directors also participate in the Company's Stock Option
Plan for  Non-Employee  Directors  Plan  adopted  March 20, 1998 and approved by
stockholders  on  December  17, 1998 (the "1998  Plan"),  pursuant to which each
non-employee  director,  except Messrs. Cole and Lawrence F. DeGeorge,  has been
granted  options to acquire  15,000  shares of Class A Common  Stock at the fair
market value of the shares at the time of the grant.  Messrs.  Cole and Lawrence
F. DeGeorge  have each been granted  options for 35,000 shares of Class A Common
Stock  under the 1998  Plan.  Such  options  have also been  granted at the fair
market value of the shares at the time of grant. Additional participation in the
1998 Plan is at the discretion of the Board. Options for an aggregate of 500,000
shares of Class A Common  Stock may be granted  under the 1998 Plan.  At June 1,
1999,  options for an  aggregate  of 145,000  shares of Class A Common Stock had
been granted. All such options vest in 48 equal monthly installments  commencing
the respective dates of grant.

     There are no other  arrangements  whereby  any of the  Company's  directors
received  compensation  for  services as a director  during  Fiscal-Dec  1998 in
addition  to or in  lieu  of  that  specified  by  the  aforementioned  standard
arrangement.

                                     III-10
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company's Board in April 1993  established the  Compensation  Committee
composed of members of the Board who are not  employees of the Company.  In June
1997,  the Board passed a  resolution  appointing  all outside  directors of the
Company to be members of the Committee.  During  Fiscal-Dec  1998, the Committee
consisted of Messrs. Carollo, Cole, Lawrence F. DeGeorge,  Lawrence J. DeGeorge,
Ressler,  Rochelle and Spector.  Each of such Committee members are not and have
not  been  officers  of the  Company  or any of its  subsidiaries.  None  of the
executive  officers  of the  Company  has  served as a  director  or member of a
compensation  committee of another  company  that had an executive  officer also
serving as a director or member of the Committee of the Company.

LIMITATION OF LIABILITY AND INDEMNIFICATION

     The Company's Restated Certificate of Incorporation eliminates the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of the directors' fiduciary duties in certain  circumstances.
The Company's Restated  Certificate of Incorporation and Bylaws provide that the
Company  shall  indemnify  its  officers  and  directors  to the fullest  extent
permitted by law. The Company believes that such indemnification covers at least
negligence and gross negligence on the part of indemnified parties.

     The Company has entered into  agreements  to indemnify  its  directors  and
officers,  in  addition to the  indemnification  provided  for in the  Company's
Restated  Certificate of Incorporation and Bylaws.  These agreements require the
Company,  among other things, to indemnify the Company's  directors and officers
for certain expenses (including attorneys' fees),  judgments,  fines,  penalties
and  settlement  amounts  incurred  by any such  person in  certain  actions  or
proceedings, including actions by or in the right of the Company, arising out of
such person's  services as a director or officer of the Company,  any subsidiary
of the Company or any other company or  enterprise to which the person  provides
services  at the  request  of the  Company.  The  Company  believes  that  these
agreements  are necessary to attract and retain  qualified  persons as directors
and officers.

     During the past five years,  neither the above named executive officers nor
any director of the Company has had any involvement in such legal proceedings as
would be material to an evaluation of his ability or integrity.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The  following  table sets forth as of June 1,  1999,  certain  information
concerning the ownership of Common Stock of all classes by (i) each  stockholder
who is known by the Company to own beneficially  more than 5% of the outstanding
Class A Common Stock or Class B Common Stock at such date, (ii) each director of
the Company,  (iii) each named  executive  officer of the Company,  and (iv) all
directors  and named  executive  officers of the  Company as a group.  Shares of
Class B Common Stock are convertible  immediately  into shares of Class A Common
Stock on a one-for-one  basis, and accordingly,  holders of Class B Common Stock
are  deemed to own the same  number  of  shares of Class A Common  Stock and are
reflected as such in the table.  Such ownership  information  includes shares of
Common Stock that may be acquired within 60 days of June 1, 1999,  through stock
options.  The table below also reflects deemed  beneficial  ownership of Class A
Common Stock or Class B Common Stock  resulting from the voting  provisions of a
stockholders'  agreement  (the  "Stockholders'  Agreement")  among the  Company,
Apollo Cable Partners,  L.P. ("Apollo") and certain stockholders of the Company.
See  "Item  13.  Certain  Relationships  and  Related   Transactions-The  Apollo
Transaction"  below. In addition to the Schedule 13G  information  referenced in
the table, the Company has confirmed its significant holders through a review of
Schedule 13F information available through Nasdaq.

     Shares  issuable  within 60 days upon  exercise of options,  conversion  of
convertible  securities,  exchange of exchangeable securities or upon vesting of
restricted  stock  awards  are  deemed  to be  outstanding  for the  purpose  of
computing  the  percentage   ownership  and  overall  voting  power  of  persons
beneficially owning such securities,  but have not been deemed to be outstanding
for the purpose of computing the percentage ownership or overall voting power of
any other person. So far as is known to the Company, the persons indicated below
have sole voting and  investment  power with respect to the shares  indicated as
owned by them,  except as  otherwise  stated below and in the notes to the table
and except for the shares subject to the Stockholders'  Agreement,  which shares
are  voted in  accordance  with the  provisions  thereof.  The  number of shares
indicated as owned by Gene W.  Schneider,  Michael T. Fries,  Mark L. Schneider,
and J. Timothy Bryan,  each a named executive  officer of the Company,  includes
interests  in shares  held by the  trustee of the  Company's  401(k)  Plan as of
December 31, 1998.  The shares held by the trustee of the Company's  401(k) Plan
for the benefit of said  executive  officers are voted at the  discretion of the
trustee.


                                     III-11
<PAGE>
<TABLE>
<CAPTION>
                                Beneficial Ownership Other                   Beneficial Ownership, including Deemed
                                  Than Deemed Beneficial                            Beneficial Ownership as a
                               Ownership as a Result of the                               Result of the
                                 Stockholders' Agreement                             Stockholders' Agreement
                               -------------------------------  -------------------------------------------------------------------
                                   Class A Common Stock                                                         Percentage of all
                                           and                        Class A                  Class B             Outstanding
      Beneficial Owner             Class B Common Stock             Common Stock             Common Stock          Common Stock
      -----------------       --------------------------------  ----------------------   ---------------------  -------------------
                                          Percent    Percent                Percent of              Percent of   Number    Percent
                                Number   Number of   of Total    Number     Number of      Number   Number of      of      of Total
                              of Shares  Shares(1)  of Vote(1)  of Shares   Shares(2)    of Shares  Shares(1)   Shares(1)  Vote(1)
                              ---------  ---------  ----------  ---------   ----------   ---------  ----------  ---------  --------
<S>                           <C>          <C>        <C>       <C>            <C>       <C>          <C>         <C>       <C>
Gene W. Schneider(3)(4).....  2,683,465     6.6%      19.0%     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
Curtis W. Rochelle(3)(5)....  1,143,533     2.8%       8.0%     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
Mark L. Schneider(3)(6).....    504,615     1.2%       2.4%     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
Lawrence F. DeGeorge(3)(7)..    381,131        *       2.7%     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
Lawrence J. DeGeorge(3)(8)..    416,964     1.0%       2.7%     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
Albert M. Carollo(3)(9)....     154,022        *          *     10,314,238     25.5%     9,441,962    97.7%       25.4%     74.6%
John P. Cole Jr.(10)........     71,871        *          *         71,871         *            --       --           *         *
Antony P. Ressler(11).......     42,812        *          *         42,812         *            --       --           *         *
John F. Riordan(12).........    393,906        *          *        393,906         *            --       --           *         *
Bruce H. Spector(13)........     42,812        *          *         42,812         *            --       --           *         *
Michael T. Fries(14) .......    239,835        *          *        239,835         *        45,790        *           *         *
J. Timothy Bryan(15) .......     21,213        *          *         21,213         *            --       --           *         *
All directors and executive
 officers as a group
 (12 persons)...............  6,096,179    15.0%      36.7%     11,126,687     27.5%    9,487,752     98.1%       27.4%     75.6%
Apollo Cable Partners
 L.P.(16)...................  4,261,364    10.5%      33.4%     10,314,238     25.5%    9,441,962     97.7%       25.4%     74.6%
Janet Schneider(17).........    142,774        *       1.1%     10,314,238     25.5%    9,441,962     97.7%       25.4%     74.6%
The Gene W. Schneider
 Family Trust...............    200,000        *       1.6%     10,314,238     25.5%    9,441,962     97.7%       25.4%     74.6%
Capital Research and
 Management Company(18).....  2,805,000     6.9%       2.2%      2,805,000      6.9%           --        --        6.9%      2.2%
SMALLCAP World Fund,
 Inc.(18)...................  1,625,000     4.0%       1.3%      1,625,000      4.0%           --        --        4.0%      1.3%
Baron Capital Group, Inc.,
 BAMCO, Inc., Baron Capital
 Management, Inc. and
 Ronald Baron(19)...........  2,228,900     5.5%       1.7%      2,228,900      5.5%           --        --        5.5%      1.7%
Janus Capital Corporation
 and Thomas H. Bailey(20)...  3,346,540     8.2%       2.6%      3,346,540      8.3%           --        --        8.2%      2.6%
</TABLE>

 *   Less than 1%.


(1)  The  figures  for the percent of number of shares and percent of total vote
     are based on 31,011,347  shares of Class A Common Stock (after  elimination
     of shares of the Company  held in  treasury  and by its  subsidiaries)  and
     9,666,970  shares of Class B Common Stock  outstanding on June 14, 1999. In
     determining the percent of vote, each share of Class A Common Stock has one
     vote per  share  and each  share of Class B Common  Stock  has 10 votes per
     share.
(2)  The figures for the percent of number of shares in this column are based on
     31,011,347  shares of Class A Common Stock (after  elimination of shares of
     the Company held in treasury and by its  subsidiaries) and 9,441,962 shares
     of Class B Common Stock held by parties to the Stockholders' Agreement.
(3)  The address of Messrs. G. Schneider,  Rochelle,  M. Schneider,  Lawrence F.
     and Lawrence J. DeGeorge, and Carollo is c/o United International Holdings,
     Inc., 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237.
(4)  Includes  273,333  shares  of Class A Common  Stock  that  are  subject  to
     presently exercisable options and 1,683 shares of Class A Common Stock held
     by the  trustee  of the  Company's  401(k)  Plan  for  the  benefit  of Mr.
     Schneider.  Also includes 2,403,364 shares of Class B Common Stock of which
     1,531,756  shares are owned by the G.  Schneider  Holdings  Co. (c/o United
     International Holdings, Inc., 4643 South Ulster Street, Suite 1300, Denver,
     Colorado  80237).  The fourth  through ninth  columns also include  254,302
     shares of Class A Common  Stock,  337,873  shares  of Class A Common  Stock
     subject to presently  exercisable  options, and 7,038,598 shares of Class B
     Common Stock owned by other parties to the Stockholders'  Agreement,  as to
     which Mr. Schneider disclaims beneficial ownership.
(5)  Includes  42,812  shares  of  Class A Common  Stock  that  are  subject  to
     presently  exercisable  options.  Also includes  111,184  shares of Class B
     Common  Stock  and  16,067  shares  of  Class A Common  Stock  owned by Mr.
     Rochelle's  spouse Marian  Rochelle (Box 996,  Rawlins,  Wyoming 82301) and
     898,470  shares of Class B Common Stock and 75,000 shares of Class A Common
     Stock owned by the Curtis Rochelle Trust.  The fourth through ninth columns
     include  38,456 shares of Class B Common Stock owned by Kathleen Jaure (Box


                                     III-12
<PAGE>

     321,  Rawlins,  Wyoming  82301),  and 38,456 shares of Class B Common Stock
     owned by Jim Rochelle (Box 967, Gillette,  Wyoming 82717) that are excluded
     from column one. The fourth  through  ninth  columns  also include  170,003
     shares of Class A Common  Stock,  568,394  shares  of Class A Common  Stock
     subject to presently  exercisable  options, and 8,432,308 shares of Class B
     Common  Stock  owned  by  other  parties  to  the  Stockholders'  Agreement
     (including  Kathleen  Jaure and Jim  Rochelle),  as to which  Mr.  Rochelle
     disclaims beneficial ownership.
(6)  Includes  192,458  shares  of Class A Common  Stock  that  are  subject  to
     presently  exercisable  options and 789 shares of Class A Common Stock held
     by the  trustee  of the  Company's  401(k)  Plan  for  the  benefit  of Mr.
     Schneider.  Also includes  290,368  shares of Class B Common Stock owned by
     Mr. Schneider. The fourth through ninth columns also include 239,281 shares
     of Class A Common Stock,  418,748 shares of Class A Common Stock subject to
     presently exercisable options, and 9,151,594 shares of Class B Common Stock
     owned by other  parties  to the  Stockholders'  Agreement,  as to which Mr.
     Schneider disclaims beneficial ownership.
(7)  Includes  16,979  shares  of  Class A Common  Stock  that  are  subject  to
     presently  exercisable  options and 334,152 shares of Class B Common Stock.
     The fourth  through  ninth columns also include  231,070  shares of Class A
     Common Stock,  594,227  shares of Class A Common Stock subject to presently
     exercisable  options, and 9,107,810 shares of Class B Common Stock owned by
     other  parties to the  Stockholders'  Agreement,  as to which Mr.  DeGeorge
     disclaims beneficial ownership.
(8)  Includes  42,812  shares  of  Class A Common  Stock  that  are  subject  to
     presently  exercisable options,  334,152 shares of Class B Common Stock and
     20,000  shares  of  Class A Common  Stock  owned  by his  spouse,  Florence
     DeGeorge.  Mr. DeGeorge disclaims beneficial ownership of such shares owned
     by Mrs.  DeGeorge.  The fourth  through ninth columns also include  221,070
     shares of Class A Common  Stock,  568,394  shares  of Class A Common  Stock
     subject to presently  exercisable  options, and 9,107,810 shares of Class B
     Common Stock owned by other parties to the Stockholders'  Agreement,  as to
     which Mr. DeGeorge disclaims beneficial ownership.
(9)  Includes  42,812  shares  of  Class A Common  Stock  that  are  subject  to
     presently  exercisable  options and 111,210  shares of Class B Common Stock
     owned by the Carollo  Company.  The fourth  through ninth  columns  include
     111,206  shares of Class B Common Stock owned by Albert & Carolyn  Company,
     111,206 shares of Class B Common Stock owned by the James R. Carollo Living
     Trust  and  55,600  shares  of  Class B Common  Stock  owned by the John B.
     Carollo  Living Trust that are excluded from column one. The fourth through
     ninth columns also include 261,070 shares of Class A Common Stock,  568,394
     shares of Class A Common Stock  subject to presently  exercisable  options,
     and 9,330,752  shares of Class B Common Stock owned by other parties to the
     Stockholders'  Agreement (including the Albert & Carolyn Company,  James R.
     Carollo Living Trust and the John B. Carollo Living Trust), as to which Mr.
     Carollo  disclaims  beneficial  ownership.  The address of Albert & Carolyn
     Company and the John B. Carollo Living Trust is c/o  Sweetwater  Television
     Co., P.O. Box 8, 602 Broadway, Rock Springs,  Wyoming 82901. The address of
     the  James R.  Carollo  Living  Trust is 32395  Highlands  Road,  Steamboat
     Springs, Colorado 80477.
(10) Includes  15,417  shares  of  Class A Common  Stock  that  are  subject  to
     presently exercisable options.
(11) Includes  42,812  shares  of  Class A Common  Stock  that  are  subject  to
     presently exercisable options.
(12) Includes 9,375 shares of Class A Common Stock that are subject to presently
     exercisable  options  and 384,531  shares of Class A Common  Stock owned by
     Riordan Communications Limited.
(13) Includes  42,812  shares  of  Class A Common  Stock  that  are  subject  to
     presently exercisable options.
(14) Includes  182,292  shares  of Class A Common  Stock  that  are  subject  to
     presently exercisable options and 1,662 shares of Class A Common Stock held
     by the trustee of the  Company's  401(k) Plan for the benefit of Mr. Fries.
     Also includes 45,790 shares of Class B Common Stock owned by Mr. Fries.
(15) Includes  20,832  shares  of  Class A Common  Stock  subject  to  presently
     exercisable  options  and 381  shares of Class A Common  Stock  held by the
     trustee of the Company's 401(k) Plan for the benefit of Mr. Bryan.
(16) Represents  4,261,364  shares of Class B Common Stock owned by Apollo.  The
     fourth through ninth columns also include  291,070 shares of Class A Common
     Stock,  611,206  shares  of  Class A  Common  Stock  subject  to  presently
     exercisable  options, and 5,180,598 shares of Class B Common Stock owned by
     other parties to the Stockholders'  Agreement, as to which Apollo disclaims
     beneficial ownership.  The address of Apollo is c/o Apollo Advisors,  L.P.,
     Two Manhattanville Road, Purchase, New York 10577. Apollo Advisors, L.P. is
     the  managing  general  partner of AIF II,  L.P.,  the  general  partner of
     Apollo.  Antony  Ressler and Bruce Spector,  directors of the Company,  are
     also officers of Apollo Advisors,  L.P. Each of Messrs. Ressler and Spector
     expressly disclaims beneficial ownership of the shares held by Apollo.

                                     III-13
<PAGE>

(17) Includes  142,774  shares  of  Class B  Common  Stock  owned  by The  Janet
     Schneider  Revocable Trust. The fourth through ninth columns include 27,773
     shares of Class A Common Stock owned by Richard Schneider and 43,673 shares
     of Class A Common Stock owned by Robert  Schneider  that are excluded  from
     column one. The fourth through ninth columns also include 261,070 shares of
     Class A Common  Stock,  611,206  shares of Class A Common Stock  subject to
     presently exercisable options, and 9,299,188 shares of Class B Common Stock
     owned by other parties to the Stockholders'  Agreement  (including  Richard
     and  Robert  Schneider),  as to which Ms.  Schneider  disclaims  beneficial
     ownership.  The address  for The Janet  Schneider  Revocable  Trust is 3500
     Alpine Drive,  Casper,  WY 82601, the address for Richard Schneider is 3113
     NW 24th  Street,  New  Castle,  Oklahoma  73065 and the  address for Robert
     Schneider is 6200 Prairie Ridge Road, Ames Iowa 50014.
(18) The  number of shares of Class A Common  Stock in the table is based upon a
     Schedule 13G dated February 8, 1999,  filed jointly by Capital Research and
     Management  Company  ("Capital  Research")  and SMALLCAP  World Fund,  Inc.
     ("SMALLCAP") with respect to the Class A Common Stock. Capital Research, an
     investment  adviser, is the beneficial owner of 2,805,000 shares of Class A
     Common  Stock as a result  of  acting  as  investment  adviser  to  various
     investments  companies.   SMALLCAP  is  advised  by  Capital  Research  and
     beneficially  owns 1,625,000  shares of Class A Common Stock.  The Schedule
     13G reflects that Capital Research has no voting power over said shares and
     sole  dispositive  power over 2,805,000  shares of Class A Common Stock and
     SMALLCAP has sole voting power over 1,625,000 and no dispositive power. The
     address of Capital  Research  and  SMALLCAP is 333 South Hope  Street,  Los
     Angeles, California 90071.
(19) The  number of shares of Class A Common  Stock in the table is based upon a
     Schedule 13G dated  February 3, 1999,  filed by Baron Capital  Group,  Inc.
     ("BCG"),  BAMCO,  Inc., Baron Capital  Management,  Inc. ("BCM") and Ronald
     Baron. The Schedule 13G reflects that BAMCO and BCM are investment advisors
     and have shared voting and shared  dispositive powers over 1,920,000 shares
     and 308,900  shares,  respectively,  of Class A Common  Stock.  BCG and Mr.
     Baron are parent holding companies of such investment advisors and share in
     such powers.
(20) The  number of shares of Class A Common  Stock in the table is based upon a
     Schedule 13G dated  February 5, 1999,  filed by Janus  Capital  Corporation
     ("Janus  Capital") and Thomas H. Bailey,  a greater than 10% owner of Janus
     Capital. The Schedule 13G reflects Janus Capital and Mr. Bailey have shared
     voting  and  dispositive  powers  over  3,346,540  shares of Class A Common
     Stock.  Janus Capital is the beneficial owner of such shares as a result of
     acting as an investment  advisor to several  clients.  The address of Janus
     Capital and Mr. Bailey is 100 Fillmore Street, Denver, Colorado 80206.

     No equity securities in any subsidiary of the Company, including directors'
qualifying shares, are owned by any of the Company's named executive officers or
directors, except as stated below. The following discussion sets forth ownership
information  as of June 1, 1999 and within 60 days thereof with respect to stock
options.

     The  following  executive  officers and  directors  own options to purchase
ordinary  shares and phantom  options for ordinary  shares of United  Pan-Europe
Communications N.V., a majority-owned subsidiary of the Company ("UPC"): (i) Mr.
Gene W. Schneider  beneficially  owns 31,000 ordinary shares and phantom options
for 187,500  ordinary shares,  of which 105,469 are exercisable,  (ii) Mr. Fries
beneficially  owns 3,051 ordinary shares and phantom options for 75,000 ordinary
shares,   of  which  15,625  are  exercisable,   (iii)  Mr.  Mark  L.  Schneider
beneficially  owns  30,000  ordinary  shares  and  options to  purchase  975,000
ordinary shares, of which 548,438 are exercisable,  (iv) Mr. Bryan  beneficially
owns  phantom  options  for  487,500  ordinary  shares,  of  which  133,437  are
exercisable,  and (v) Mr. Riordan  beneficially  owns 1,220 ordinary  shares and
options to purchase 525,000  ordinary shares,  of which 295,312 are exercisable.
With respect to the phantom  options,  UPC may elect to pay such options in cash
or in ordinary shares of UPC.

                                     III-14
<PAGE>

     In addition,  the following  directors  beneficially own ordinary shares in
UPC: (i) Mr. Carollo  beneficially  owns 10,000 ordinary  shares,  (ii) Mr. Cole
beneficially  owns  1,525  ordinary  shares,  (iii)  Mr.  Lawrence  F.  DeGeorge
beneficially  owns 10,000 ordinary shares,  (iv) Mr. Ressler  beneficially  owns
8,237 ordinary shares,  and (v) Mr. Rochelle  beneficially  owns 10,678 ordinary
shares.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

THE APOLLO TRANSACTION

     Apollo   entered  into  a  Standstill   Agreement  with  the  Company  (the
"Standstill  Agreement")  in connection  with  Apollo's  1993  investment in the
Company  whereby Apollo agreed for a period ending seven years after the date of
the  Company's  initial  public  offering  not  to  purchase  additional  equity
securities of the Company that, when aggregated with equity securities then held
by Apollo,  would exceed  32.27% of the  outstanding  equity  securities  of the
Company unless such  acquisition is approved by a majority of the  disinterested
members of the Board.  Apollo has also agreed not to engage in the  solicitation
of proxies with respect to the Company during such seven-year  period.  A person
purchasing  Class B  Common  Stock  from  Apollo  must  become  a  party  to the
Standstill  Agreement unless the transfer is made (i) in a tender offer approved
by the Board or (ii) in the open market or in an underwritten  public  offering,
in either case where the  transferor  does not know the identity of the ultimate
purchaser and has no reason to believe that a person would acquire more than 10%
of the outstanding shares or voting power of the Company's equity securities.  A
person  purchasing  Class A Common  Stock from Apollo must become a party to the
Standstill  Agreement  unless the  transferor  has no reason to believe that the
ultimate  purchaser  would  acquire more than 10% of the  outstanding  shares or
voting power of the Company's equity securities.

     Apollo, the Company,  Gene W. Schneider,  G. Schneider Holdings Co., Curtis
W. Rochelle, Marian Rochelle, Mark L. Schneider, Lawrence J. DeGeorge, Albert M.
Carollo  and Janet S.  Schneider  (collectively,  the  "Founders")  and  certain
Permitted  Transferees are parties to the Stockholders'  Agreement that provides
for the election of directors by such parties of three  persons  nominated to be
directors by Apollo and nine persons  nominated to be directors by the Founders.
The number of persons  Apollo and the  Founders  are  entitled to  nominate  for
election as directors is subject to reduction  for each group if the  percentage
of the Company's  voting  securities  beneficially  owned by it is reduced below
certain  levels  determined  without  regard to shares  issued  after the Apollo
Transaction is consummated. These director nomination rights expire on April 12,
2003,  unless  earlier  terminated  by the agreement of Apollo and the Founders.
Apollo and the Founders each has the right to nominate one  additional  director
under the terms of the Stockholders' Agreement.

     The  Stockholders'  Agreement  provides that shares of Class B Common Stock
held by the Founders,  the Permitted Transferees and Apollo will be converted to
shares of Class A Common  Stock upon any  transfer  of the Class B Common  Stock
unless the transferee  becomes a party to the Stockholders'  Agreement or unless
the  transfer is one of a type that would not require the  purchaser to become a
party to the Standstill Agreement if the transfer had been made by Apollo.

     The Stockholders' Agreement also provides that Apollo, the Founders and the
Permitted  Transferees  are  obligated  to  offer  any of the  Company's  equity
securities  or their  equivalents  to the  Company  prior to their  transfer  to
persons other than Apollo,  the Founders,  the Permitted  Transferees  and their
affiliates  and that the Founders are obligated to permit Apollo to  participate
on a pro-rata  basis in any sale of Class B Common  Stock by the  Founders  that
would result in a change of control of the  Company.  Apollo and partners of the
Partnership  who are  affiliates  of the Company have been granted  registration
rights for the Company's common stock held by them.

RIORDAN TRANSACTIONS

     In June 1992, the Company loaned $200,000 to Riordan Communications Limited
("RCL"),  a company  controlled  by a  discretionary  trust for the  benefit  of
certain  family  members of John Riordan who became a director of the Company in
March 1998. Such loan is evidenced by a promissory note and is payable  together
with interest on June 30, 1999.  The  outstanding  principal  amount of the loan
bears interest at 9.5% compounded  quarterly.  In 1995, UIH transferred the note
to a subsidiary and in connection with the acquisition  described below the note
was subsequently repaid.

                                     III-15
<PAGE>

     In November 1998, the Company, through its subsidiaries,  acquired from RCL
(i) a 5% interest in Princes  Holdings Ltd., an Irish operating  system in which
the  Company  held a 20%  interest  and (ii) a 5%  interest  in Tara  Television
Limited, an entity that provides  programming services in Ireland. The aggregate
purchase  price for these  interests was  $5,991,480  net of the loan  described
above. The parties agreed the purchase price would be paid in cash. Subsequently
RCL elected to receive  shares of Class A Common  Stock.  The Company  paid such
purchase price by delivering to RCL 384,531  restricted shares of Class A Common
Stock held by a subsidiary of the Company.  Upon completion of the  transaction,
the Company owns 80% of Tara Television Limited.  Subsequent to the transaction,
the Company sold all its  interests in Princes  Holdings,  Ltd.  (including  the
interests acquired from RCL) to Tele-Communications International, Inc.

     In March  1999,  RCL and the Company  entered  into a  Registration  Rights
Agreement,  which  provides,  among other things,  that upon request of RCL, the
Company will register under the Securities Act of 1933, as amended, at least 50%
of the 384,531 shares of Class A Common Stock acquired by RCL in accordance with
RCL's intended method of disposition  thereof.  RCL has the right to request two
such  registrations.  The  Company has agreed to pay all  registration  expenses
(other than  underwriting  discounts and  commission)  in  connection  with such
registrations.  The  Registration  Rights Agreement will terminate when all such
shares of Class of Common Stock acquired by RCL can be sold in any 90-day period
pursuant to Rule 144 of said Act.



                                     III-16
<PAGE>

                                   SIGNATURES


       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    UNITED INTERNATIONAL HOLDINGS, INC.
                                    a Delaware corporation


DATE:  June 24, 1999                By: /S/ Valerie L. Cover
                                       -----------------------------------------
                                        Valerie L. Cover
                                        Controller and Vice President
                                        (Principal Accounting Officer)




                                     III-17