Exhibit 4.56

|C L I F F O R D |  | LIMITED LIABILITY PARTNERSHIP
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|C H A N C E     |  |                              
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|                |  | [CONFORMED COPY]             
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UPC INVESTMENTS I B.V.

UPC INTERMEDIATES B.V.

AND

SBS BROADCASTING S.A.

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SHARE TRANSFER AGREEMENT

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THIS AGREEMENTis made on 8 April 2003

BETWEEN:

WHEREAS

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THEREFORE, THE PARTIES HEREBY AGREEas follows:







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[Signatures on following page]

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IN WITNESS THEREOFthis agreement has been duly executed by the parties in three (3) originals.

|For and on behalf of UPC INVESTMENTS I B.V. |  |  | 
|------------------------------------------- |  |  | 
|/s/W. PLACKEName:
Title:
Date:              |  |  | 
|For and on behalf of UPC INTERMEDIATES B.V. |  |  | 
|/s/W. PLACKEName:
Title:
Date:              |  |  | 
|For and on behalf of SBS BROADCASTING S.A.  |  |  | 
|/s/E.T. MOEName:
Title:
Date:               |  |  | 

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Annex 1

SBS Broadcasting S.A.    Société Anonyme    8-10, rue Mathias Hardt  L-1717 Luxembourg    R.C.S. Luxembourg B 31 996    Minutes of the telephonic meeting of the
Board of Directors  Held on 13 March 2003, 16:30 hours (CET)

A meeting of the Board of Directors of SBS Broadcasting S.A. ("the Company") was held by telephonic conference call at 16:30 hours, Central
European Time, on 13 March 2003, pursuant to notice duly given to all Directors. In attendance were:

|Participants: |  | Harry Evans Sloan, Chairman of the Board       
|------------- |  | -----------------------------------------------
|              |  | Michael Finkelstein, Vice Chairman of the Board
|              |  | Anthony Ghee, Director                         
|              |  | Benjamin Lorenz, Director                      
|              |  | Edward McKinley, Director                      
|              |  | Shane O'Neill, Director                        
|              |  | Markus Tellenbach, Director                    
|              |  | Erik Moe, Company Secretary                    
|              |  | Juergen von Schwerin, Chief Financial Officer  

The
Chairman declares:

That
seven (7) members of the Board of Directors are present or represented to the meeting.

That
the present meeting is duly constituted and can therefore validly deliberate on the following agenda item: to consider whether to approve the transfer of 6,000,000 common shares
with a par value of EUR 2 each in the capital of the Company (the "Shares"), currently held by UPC Investments I B.V. ("UPC Investments") a wholly-owned subsidiary of United Pan-Europe
Communications N.V. ("UPC") to a wholly-owned subsidiary of UnitedGlobalCommunications, Inc. ("UGC")(the subsidiary referred to as the "UGC Subsidiary").

The
proposed purchase price is EUR 100,000,000. The Shares amount to approximately 21% of the issued share capital of the Company. Article 6 of the Company's Statutes provides in
its relevant part that no person can hold more than 20% of the Company's share capital or voting power at any time (the "Share Ownership Limit") without the approval of the Board. Prior approval had
been given only to UPC holding more than the Share Ownership Limit, but not to UGC Holdings, Inc. ("UGC Holdings") or any of its affiliates. The Chairman noted that as UPC was in Chapter 11
bankruptcy proceedings, the proposed transfer was governed by U.S. bankruptcy law. In particular, the U.S. Bankruptcy Court approved on 5 March 2003 the sale of the Shares from UPC to the UGC
Subsidiary pursuant to the relevant provisions of the U.S. Bankruptcy Code.

Finally,
the Chairman noted that Mr. Schneider had excused himself from attendance at this meeting and that Mr. O'Neill would abstain from voting on the resolutions given
their relationship with UPC and UGC.

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The
Chairman further reminded the Board that the following papers had been circulated:



The
Chairman then invited the views of the Board on the proposed transaction. A discussion then ensued on the merits amongst the directors in attendance.

Following
that discussion (with Mr. O'Neill abstaining) IT WAS UNANIMOUSLY RESOLVED that:



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Signed
on 3 April 2003,

|/s/ERIK T. MOEErik T. Moe
Company Secretary |  |  | 
|------------------------------------------- |  |  | 

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