UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~May 2725, ~~2006~~2007

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

UCDP FINANCE, INC.

(Exact name of Registrants as specified in its charter)

Florida

333-108661

59-3128514

42-1581381

(State or other jurisdiction

of incorporation or organization)

(Commission File Number)

(I.R.S. employer

identification no.)

1000 Universal Studios Plaza

Orlando, FL

32819-7610

(Address of principal executive offices)

(Zip code)

(407) 363-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 1.0201 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers~~ Agreement

A. On ~~December~~May 2725, ~~2006~~ 2007, ~~Michael J. Short resigned his positions as Executive Vice-President and Chief Financial Officer of~~ Universal City Development Partners, Ltd. ~~and as Treasurer of UCDP Finance, Inc.~~ (~~collectively, the~~ “~~Issuers~~UCDP”). ~~Mr. Short~~entered ~~also~~into ~~resigned~~an ~~his~~agreement ~~positions~~with asWarner ~~Treasurer and Chief Financial Officer of Universal City Florida Holding Co~~Bros. I,Consumer ~~Universal~~Products ~~City Florida Holding Co~~Inc. II(“WB”), ~~UCFH~~pursuant Ito ~~Finance,~~which ~~Inc.~~UCDP ~~and~~licensed ~~UCFH~~certain IIrights ~~Finance,~~to ~~Inc., affiliates of~~ the ~~Issuers.~~characters ~~Mr. Short’s~~and ~~resignation~~other ~~will~~intellectual beproperty contained ~~effective~~in asthe ofHarry ~~January 12,~~Potter™ ~~2007.~~books Aand ~~replacement~~motion ~~has~~pictures ~~not~~(the ~~yet~~“WB ~~been identified~~Agreement”).

This license will be used for appropriately themed attractions, merchandise stores and food venues which will be incorporated in a new “island” that will include a re-themed portion of one of the “islands” of, and additional undeveloped real estate at, Universal’s Islands of Adventure. These attractions should be open by summer of 2010. Under the terms of the agreement, we have the right to use the licensed property until approximately ten years after the scheduled grand opening date of the attractions. We also have the ability to extend the term for two successive five-year renewal periods. Our use of the licensed property for the attractions, theming, promotions, merchandise and other purposes is subject to approval of WB. The agreement provides us with the exclusive right to use the licensed property in theme parks, amusement parks, water parks and stand-alone themed venues similar to those found in a theme park within a radius of 250 miles around Universal’s Islands of Adventure. UCDP will pay WB various license fees, merchandise royalty payments, and other payments throughout the term of the agreement.

The WB Agreement is terminable, subject to applicable cure periods, if we fail to maintain quality standards, invest minimum required capital or use the properties in accordance with the license, or upon other customary events of default. In addition, if we sell Universal’s Islands of Adventure, or if 50% of UCDP is not owned by NBC Universal, Inc. or any of its affiliates (collectively, “NBCU”), the agreement is terminable unless there is a buyer of Universal’s Islands of Adventure or of the interests in UCDP that meets certain financial and reputation tests. In addition Universal’s Islands of Adventure must either continue to be managed by NBCU or continue to be operated under a license from NBCU that enables NBCU to maintain the quality and reputation of Universal’s Islands of Adventure (the “NBCU License Agreement”). In the event that, following such sale or change in control, in accordance with the WB Agreement, the name of the Universal’s Islands of Adventure theme park no longer contains the word “Universal” or “Universal’s”, only the Harry Potter™, Jurassic Park, Seuss Landing and Marvel Super Hero Island sections of Universal’s Islands of Adventure need to be operated under the NBCU License Agreement. In the event of termination by WB due to our default or a sale of Universal’s Islands of Adventure or a change of control of UCDP for which the foregoing requirements are not satisfied, payments due with respect to the remaining term of the agreement will be accelerated and due immediately.

We estimate our total capital investment in these attractions and the previously announced Simpsons™ attraction to range from $230.0 million to $265.0 million. This includes all capital expenditures to build these attractions. This also takes into account the net present value of all license fee payments, including license fee payments to WB that would become payable during the renewal option periods, but does not include merchandise royalties. During 2007, we expect to spend from $75.0 million to $85.0 million on these attractions.

On the same date that the WB Agreement was executed, the UCDP partnership agreement and a related license agreement were amended. The amended partnership agreement changed the definition of “Blackstone Partners” to include Blackstone UTP Capital LLC, Blackstone UTP Capital A LLC,, Blackstone UTP Offshore Capital LLC, and Blackstone Family Media III LLC, all of which are Delaware limited liability companies. The amended partnership agreement also provides that, effective as of the transfer or assignment by UCDP of the WB Agreement or a change of control as defined in the WB Agreement, if Universal’s Islands of Adventure is not managed by NBCU, NBCU shall enter into the NBCU License Agreement with UCDP or its successor for the duration of the term of the WB Agreement. The license fee would be the same as (without any duplication of) the “special fee” payable by UCDP under its amended partnership agreement. The amendments to the partnership agreement and related license agreement also change the period of time after certain changes of control during which UCDP or its successor may continue to use the name “Universal” to the latest of (i) 30 months after such change of control, (ii) 30 months after any termination of the WB Agreement prior to its scheduled expiration and (iii) the expiration of the WB agreement in accordance with its terms. In addition, the amendments to the partnership agreement and related license agreement amend the period during which certain intellectual

property rights are licensed to UCDP from NBCU to the later of (a) the expiration or termination of the WB Agreement or, if sooner, the date that neither UCDP nor its permitted successor or assign is a party to the WB Agreement, or (b) the date such intellectual property rights would otherwise (i.e., in the absence of clause (a) of this sentence) cease to be so licensed.

B. Forward-Looking Information

Certain statements appearing in this Current Report on Form 8-K are “forward-looking statements.” Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” or future conditional verbs, such as “will,” “should,” “could,” or “may” and variations of such words or similar expressions, are intended to identify forward-looking statements. Because these forward-looking statements are subject to numerous risks and uncertainties, our actual results may differ materially from those expressed in or implied by such forward-looking statements. Some of the risks and uncertainties that may cause such differences include, but are not limited to, risks and uncertainties relating to a general economic downturn; the dependence of our business on air travel; the risks inherent in deriving substantially all of our revenues from one location; our dependence on Universal Studios, Inc. and its affiliates; the loss of key distribution channels for pass sales; competition within the Orlando theme park market; publicity associated with accidents occurring at theme parks; the loss of material intellectual property rights used in our business; and the seasonality of our business. There may also be other factors that may cause our actual results to differ materially from those expressed in or implied by any forward-looking statements contained in this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
Date: January 2, 2007	By:	/s/ John R. Sprouls
Date: May 31, 2007	By:	/s/ Tracey L. Stockwell
	Name:	~~John~~Tracey RL. ~~Sprouls~~Stockwell
	Title:	Principal ~~Executive~~Financial Officer
	UCDP FINANCE, INC.
Date: January 2, 2007	By:	/s/ John R. Sprouls
Date: May 31, 2007	By:	/s/ Tracey L. Stockwell
	Name:	~~John~~Tracey RL. ~~Sprouls~~Stockwell
	Title:	Treasurer (Principal ~~Executive~~Financial Officer)

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