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

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

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

~~FORM~~Date ~~8-K~~of Report (Date of Earliest Event Reported): June 29, 2009

~~CURRENT~~universAL ~~REPORT~~CITY DEVELOPMENT PARTNERS, LTD. UCDP FINANCE, INC.

~~Pursuant~~(Exact Toname ~~Section 13~~of orRegistrant ~~15(d)~~as ofspecified ~~the~~in its charter) _______________________

Securities Exchange Act of 1934

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)

Date of Report (Date of Earliest Event Reported): May 22, 2008

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

UCDP FINANCE, INC.

(Exact name of Registrants 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 ~~Written~~8.01 ~~communications~~Other ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Events

¨A. Universal ~~Soliciting~~City ~~material~~Development ~~pursuant~~Partners, toLtd. ~~Rule~~(the ~~14a~~“Company”) is re-12issuing ~~under~~its historical consolidated financial statements included in its Annual Report on Form 10-K for the ~~Exchange~~year ~~Act~~ended December 31, 2008 (17“Form 10-K”) ~~CFR~~and ~~240~~the accompanying selected financial data to satisfy Securities and Exchange Commission requirements as they relate to the Company’s adoption and retroactive application of the following accounting pronouncement as of January 1, 2009, Statement No.~~14a~~ 160 “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51” (“FAS 160”). The Company is also re-12issuing the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that accompanied those consolidated financial statements.

¨This ~~Pre~~Current Report on Form 8-~~commencement~~K ~~communications~~updates ~~pursuant~~Items to6, ~~Rule~~7 ~~14d~~and 8 of the Company’s Form 10-~~2(b)~~K, ~~under~~including the ~~Exchange~~financial ~~Act~~statements ~~(17~~therein, ~~CFR~~to ~~240~~reflect the application of FAS 160.~~14d~~ The updated financial information is attached to this Current Report on Form 8-~~2(b))~~K as Exhibit 99.1. Except as discussed in Note 16 of "Item 8. Financial Statements and Supplementary Data" or expressly noted above, the information contained in this report has not been updated to reflect any developments since December 31, 2008.

~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~B.~~13e~~ Forward-~~4(c))~~Looking Information

~~Item~~Certain 1statements appearing in this Current Report on Form 8-K are “forward-looking statements.01” ~~Entry~~Forward-looking ~~into~~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 ~~Material~~general ~~Definitive~~economic ~~Agreement~~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.

AItem 9.01 ~~Long-Term~~Financial ~~Growth~~Statements ~~Plan~~and Exhibits

On May 22, 2008, the Park Advisory Board of Universal City Development Partners, Ltd. (UCDP) approved the Long-Term Growth Plan effective as of January 1, 2008. The Long-Term Growth Plan provides key employees the opportunity to benefit from UCDP’s growth in value. Employees who are eligible to participate in the plan are limited to UCDP’s Executive Committee members, UCDP’s business unit heads, and a select group of Universal Parks & Resorts and other UCDP executives. Under the plan, which is administered by the Park Advisory Board, each participant is granted one or more Value Appreciation Rights (VARs). The value of a VAR is generally based on the growth in market value of the equity interests of the ownership partners (Blackstone Capital Partners and NBC Universal, Inc.) in UCDP. A ~~pool is established for valuing the VARs and such pool is equal to 2% of the growth in UCDP’s equity value~~. The value of a VAR is calculated by dividing the total pool value by the total number of outstanding VARs. Each VAR will be triggered and automatically exercisable upon the earlier of a change in UCDP’s ownership structure which results in NBC Universal, Inc. owning less than 50%, or January 1, 2011. If a change of ownership occurs, the payout value is calculated based on the sales price of this ownership change. If January 1, 2011 is reached, the payout value is calculated based on an earnings multiple from financial results generated during 2010, subject to specific caps so that the payout value for each participant is no more than 150% of their total compensation as of January 1, 2011. Under the plan, all awards are paid in cash. If a participant ceases to be employed by reason of retirement, disability, death or termination (other than for cause), any VARs earned continue under the plan and are pro-rated. Where there is a termination (other than for cause), the participant is not allowed to receive payout under the plan if that party had not been an active participant in the plan for at least nine months. If a person ceases to be employed for reasons other than retirement, disability, death or termination (other than for cause), any rights under the plan and all VARs granted are canceled. Exhibits

B99.1 ~~Employment~~Updated ~~Contract~~financial ~~Extension~~information for the year ended December 31, 2008:

OnItem ~~May 22, 2008, UCDP exercised its option to extend the employment contract of William A~~6. ~~Davis,~~Selected ~~President~~Financial ~~and~~Data; ~~Chief~~Item ~~Operating Officer of UCDP~~7. ~~Mr. Davis~~Management’s ~~original~~Discussion ~~employment~~and ~~contract~~Analysis ~~will expire on October 1, 2008, at which time his extension will become effective for a period~~ of 2Financial ~~years,~~Condition ~~expiring October 1, 2010. The terms~~ and ~~conditions~~Results of ~~Mr. Davis’~~Operations; ~~current contract which was filed with the Securities~~ and ~~Exchange~~Item ~~Commission on Form~~ 8-K. onFinancial ~~November 3,~~Statements ~~2006,~~and ~~will~~Supplementary ~~carry forward to his extended employment agreement~~Data.

~~C. Forward-Looking Information~~SIGNATURES

~~Certain~~Pursuant 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,~~the ~~business~~requirements ~~trends~~of ~~and other information that is not historical information. When used in this report,~~ the ~~words~~Securities ~~“estimates,”~~Exchange ~~“expects,”~~Act ~~“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~~1934, ~~are~~ ~~intended~~the toregistrants ~~identify~~have ~~forward-looking~~duly ~~statements.~~caused ~~Because~~this ~~these~~report ~~forward-looking statements are subject~~ to ~~numerous~~be ~~risks~~signed ~~and~~on ~~uncertainties,~~their ~~our~~behalf ~~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~~undersigned, ~~but~~thereunto ~~are~~duly 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, Incauthorized. 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.

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

Item 9.01 Financial Statements and Exhibits.

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

A. Exhibits

10.1 Long Term Growth Plan

10.2 Extended Employment Agreement of William Davis

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: May 29, 2008	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer
	UCDP FINANCE, INC.
Date: May 29, 2008	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Treasurer (Principal Financial Officer)

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