8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ------------


                                   FORM 8-K/A


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

         Date of report (Date of earliest event reported): JULY 10, 2002

                                UPC POLSKA, INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                   000-22877                   06-1487156
(State or Other Jurisdiction  (Commission File Number)          (IRS Employer
     of Incorporation)                                       Identification No.)

             4643 ULSTER STREET, SUITE 1300, DENVER, COLORADO 80237
              (Address of Principal Executive Offices) (Zip Code)

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



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On July 10,  2002,  UPC Polska,  Inc.  (the  "Company")  dismissed  its
independent auditor, Arthur Andersen Sp. z o.o. ("Arthur Andersen"), and engaged
KPMG Polska Sp. z o.o.  ("KPMG") as its new  independent  auditor for the fiscal
year ending  December 31, 2002.  These  actions were  approved by the  Company's
Board of Directors as the Company has no audit or similar committee of the board
of directors.

         During the two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through the date of this report, there
was no disagreement between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure, which disagreement, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of such disagreement in connection with its reports, and there occurred
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

         The audit reports of Arthur Andersen on the Company's consolidated
financial statements for the past two years ended December 31, 2001 and 2000 did
not contain an adverse opinion or disclaimer of opinion or were not qualified or
modified as to audit scope or accounting principles. The only qualification or
modification as to uncertainty was contained in its audit report dated March 31,
2002 and filed by the Company on April 4, 2002 on the Company's consolidated
financial statements as of December 31, 2001, in which Arthur Andersen included
the following statement:

                  The accompanying consolidated financial statements have been
         prepared assuming that the Company will continue as a going concern. As
         discussed in Note 4 to the consolidated financial statements, the
         Company has suffered recurring losses and negative cash flows from
         operations and has a negative working capital and a shareholder's
         deficit that raises substantial doubt about its ability to continue as
         a going concern. Management's plans in regard to these matters are also
         described in Note 4. The consolidated financial statements do not
         include any adjustments relating to the recoverability and
         classification of asset carrying amounts or the amount and
         classification of liabilities that might result should the Company be
         unable to continue as a going concern.


         During the two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through the date of this report, the
Company did not consult with KPMG regarding the application of accounting
principles to any transaction, completed or proposed, or the type of audit
opinion that might be rendered on the consolidated financial statements of UPC
Polska Inc. or any of the matters or events set forth in Item 304(a)(2)(ii) of
Regulation S-K.

         The Company has provided a copy of the foregoing disclosures to Arthur
Andersen. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated
August 5, 2002, stating its agreement with such statements.


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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  EXHIBITS:

         16.1     Letter from Arthur Andersen Sp. z o.o. to the Office of the
                  Chief Accountant of the Securities and Exchange Commission
                  dated August 5, 2002.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: August 5, 2002

                                           UPC POLSKA, INC.



                                           BY: /s/ JOANNA NIECKARZ
                                               ---------------------------------
                                               NAME: JOANNA NIECKARZ
                                               TITLE: CHIEF FINANCIAL OFFICER


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                                UPC POLSKA, INC.
                                INDEX TO EXHIBITS





EXHIBIT         DESCRIPTION
- -------         -----------
             
16.1            Letter from Arthur Andersen Sp. z o.o. to the Office of the
                Chief Accountant of the Securities and Exchange Commission dated
                August 5, 2002

EX-16.1

                                                                    Exhibit 16.1

                          [Arthur Andersen Letterhead]



August 5, 2002


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549




Dear Sir,


We have read paragraphs 2 and 3 and paragraph 5 sentence 1 of Item 4 included in
the Form 8-K/A dated July 10, 2002 of UPC Polska, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein. We have also read and are in agreement with the statement
contained in paragraph 1 sentence 1 of Item 4 that "on July 10, 2002, UPC
Polska, Inc....dismissed its independent auditor, Arthur Andersen Sp. z o.o."



Very truly yours,


/s/ ARTHUR ANDERSEN SP. Z O.O.
- ------------------------------
Arthur Andersen Sp. z o.o.


cc:  Mrs. Joanna Nieckarz, CFO, UPC Polska, Inc.