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): NOVEMBER 23, 2004

                    UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

                               UCDP FINANCE, INC.

             (Exact name of Registrants as specified in its charter)
                             -----------------------


             FLORIDA                                     59-3128514
             FLORIDA                                     42-1581381
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

      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)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)








ITEM 9. REGULATION FD DISCLOSURE

A.   Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 9 shall not be deemed to be "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The information set forth in this Item 9 shall not be deemed
an admission as to the materiality of any information in this Current Report on
Form 8-K that is required to be disclosed solely to satisfy the requirements of
Regulation FD.



B.   Supplemental Information

TRANSACTION

At September 26, 2004, our total debt was $1,003.8 million, which included
$495.4 million outstanding under our bonds ($500 million, net of a remaining
discount of $4.6 million) and $508.4 million outstanding under our senior
secured credit agreement. In addition, at September 26, 2004, we had deferred
special fees of $160.9 million, of which $17.4 million was classified as
current. At September 26, 2004, we also had $196.1 million in cash and unused
revolving credit, consisting of $103.9 million in cash and $92.2 million
available under our revolving credit facilities.

At the present time, we are in the process of modifying our debt and equity
structure (the Transaction). As part of this proposed Transaction, we will amend
our senior secured credit agreement, which will include increasing our total
balance to $550 million, modifying certain covenants, and extending our
amortization schedule so that we pay annual principal of $5.5 million with $517
million due in 2011. In addition, our existing revolving credit facilities will
be cancelled and substituted with a new $100 million revolving credit facility.
We expect that the proceeds from the Transaction will allow us to fund
approximately $92 million in Partner distributions. In connection with the
Transaction, our Partners will also forgive $50 million in deferred special
fees. Accordingly, pro forma for this Transaction at September 26, 2004, our
total debt and deferred special fees, respectively, would be $1,045.4 million
and $110.9 million. The exact amounts of the sources and uses will be subject
the finalization of the Transaction.



OUTLOOK

Through September 2004, paid attendance was favorable 13% compared to the same
period from 2003. In addition, revenue was up almost $100 million, or 18%, while
EBITDA was up $42.4 million, or 27%, compared to the same 2003 period. On a
last-twelve-month basis through September 2004, our EBITDA was approximately
$241.4 million. This includes the negative impact of two items: $17.5 million
related to the impact of the hurricanes, which includes $13.5 million in lost
business and $4 million in direct costs, and $9 million in unplanned expenses
from excess bonus accruals. But for these events, EBITDA on a last-twelve-month
basis through September 2004 would have been $267.9 million.

For the year ended December 2004, we expect attendance to be up approximately
15% compared to 2003. We also expect revenue to increase by about 20% for full
year 2004 compared to 2003. As a result, we expect EBITDA for full year 2004 to
range between $255 million to $265 million, which is an increase




ranging from 28% to 33% compared to the $199 million in EBITDA generated in
2003. This includes the net negative impact of 3 items totaling $18.5 million.
These items include $17.5 million related to the impact of the hurricanes, $12
million in unplanned expenses from excess bonus accruals, offset by $11 million
related to adjustments to our fiscal calendar. But for these events, projected
EBITDA through December 2004 would range from $273.5 million to $283.5 million.


C. 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:    November 23, 2004             By:  /s/ Michael J. Short
                                          --------------------------------------
                                          Name:    Michael J. Short
                                          Title:   Principal Financial Officer


                                       UCDP FINANCE, INC.


Date:    November 23, 2004             By:  /s/ Michael J. Short
                                           -------------------------------------
                                       Name:    Michael J. Short
                                       Title:   Treasurer (Principal Financial
                                                Officer)