UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________~~STATES

~~FORM 8-K~~SECURITIES ~~CURRENT~~AND ~~REPORT~~EXCHANGE COMMISSION

~~Pursuant To Section 13 or 15(d) of the~~WASHINGTON, ~~Securities~~D.C. ~~Exchange Act of 1934~~20549

~~Date of Report (Date of Earliest Event Reported): June 29, 2009~~_____________________

~~universAL CITY DEVELOPMENT PARTNERS, LTD.~~FORM ~~UCDP FINANCE, INC.~~8-K

~~(Exact name of Registrant as specified in its charter)~~CURRENT ~~_______________________~~REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 20, 2009

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

UCDP FINANCE, INC.

(Exact name of Registrant as specified in its charter)

_______________________

Florida 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~~o ~~8.01~~Written ~~Other~~communications pursuant ~~Events~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~A. Universal~~o ~~City~~Soliciting ~~Development~~material pursuant ~~Partners,~~to ~~Ltd.~~Rule ~~(the “Company”) is re~~14a-~~issuing~~12 ~~its~~under ~~historical consolidated financial statements included in its Annual Report on Form 10-K for~~ the ~~year ended December 31, 2008 (“Form 10-K”) and the accompanying selected financial data to satisfy Securities and~~ Exchange ~~Commission~~Act requirements as they relate to the Company’s adoption and retroactive application of the following accounting pronouncement as of January 1, 2009, Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51” (~~“FAS~~17 ~~160”).~~CFR ~~The Company is also re~~240.14a-~~issuing the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”~~12) ~~that accompanied those consolidated financial statements.~~

~~This~~o ~~Current Report on Form 8~~Pre-Kcommencement communications ~~updates~~pursuant ~~Items 6, 7 and 8 of the Company’s Form 10-K, including the financial statements therein,~~ to ~~reflect~~Rule ~~the application of FAS 160. The updated financial information is attached to this Current Report on Form 8~~14d-K2(b) asunder ~~Exhibit 99.1. Except as discussed in Note 16 of "Item 8. Financial Statements and Supplementary Data" or expressly noted above,~~ the ~~information~~Exchange ~~contained~~Act ~~in this~~(17 ~~report has not been updated to reflect any developments since December 31, 2008~~CFR 240.14d-2(b))

~~B. Forward~~o Pre-~~Looking~~commencement communications ~~Information~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Certain statements appearing in this Current Report on Form~~ Item 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 intentions01 Other ~~relating to acquisitions, business trends and other information that is not historical information~~Events. 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; increasing commodity and fuel costs; 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.

~~Item~~On October 920, 2009, Universal City Development Partners, Ltd.01 ~~Financial~~(“UCDP”) ~~Statements~~issued a press release announcing a proposed offering of senior notes and ~~Exhibits~~senior subordinated notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

AItem 9. 01. Financial Statements and Exhibits.

~~99.1~~(d) ~~Updated financial information for the year ended December 31, 2008:~~ Exhibits

Item 6. Selected Financial Data; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and Item 8. Financial Statements and Supplementary Data.


Exhibit No.		Description

99.1		Press Release, dated October 20, 2009.

~~SIGNATURES~~Forward-Looking Information

~~Pursuant~~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 ~~requirements~~words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” or future or conditional verbs, such as “will,” “should,” “could” or “may” and variations of ~~the~~such ~~Securities~~words ~~Exchange~~or ~~Act~~similar expressions, are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of ~~1934~~historical operating trends and data, ~~the~~are ~~registrants~~based ~~have~~upon our ~~duly~~current ~~caused~~expectations ~~this~~and ~~report~~various toassumptions. beOur ~~signed~~expectations, onbeliefs ~~their~~and projections ~~behalf~~are byexpressed ~~the~~in ~~undersigned~~good faith and we believe there is a reasonable basis for them. However, ~~thereunto~~there ~~duly~~can ~~authorized~~be no assurance that management’s expectations, beliefs and projections will be achieved.

	UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
Date: June 29, 2009	By: /s/ Tracey L. Stockwell
	Name: Tracey L. Stockwell
	Title: Principal Financial Officer

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: the risks and uncertainties relating to the global recession and its duration, severity and impact on overall consumer activity; the substantial indebtedness of us and of our subsidiaries; competition within the Orlando theme park market; our dependence on Vivendi Universal Entertainment and its affiliates; the loss of material intellectual property rights used in our business; the risks inherent in deriving substantially all of our revenues from one location; the dependence of our business on air travel; the loss of key distribution channels for pass sales; publicity associated with accidents occurring at theme parks; the seasonality of our business; risks related to unfavorable outcomes of our legal proceedings; and the additional risks set forth in our Report on Form 10-K as filed with the SEC on March 20, 2009, including those under the heading “Risk factors.” 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.

	UCDP FINANCE, INC.
Date: June 29, 2009	By: /s/ Tracey L. Stockwell
	Name: Tracey L. Stockwell
	Title: Treasurer (Principal Financial Officer)

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: October 20, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

	UCDP FINANCE, INC.
Date: October 20, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

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