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                                        Filed by: UnitedGlobalCom, Inc. This
                                        communication is filed pursuant to Rules
                                        165 and 425, as promulgated under the
                                        Securities Act of 1933, as amended.

                                        Subject Company: UnitedGlobalCom, Inc.
                                        Commission File No. 000-21974
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UnitedGlobalCom, Inc. (ticker: UCOMA, exchange: NASDAQ) News Release-29-May-2001

UnitedGlobalCom and Liberty Media to Close Transaction

DENVER, May 29 /PRNewswire/ -- UnitedGlobalCom, Inc. (Nasdaq: UCOMA) ("United"),
and Liberty Media Corporation (NYSE: LMG.A; LMG.B) ("Liberty") today announced
that they have revised the terms of their previously announced transaction and
are closing the first stage of that transaction today.

The following summarizes the revised transaction which is described in more
detail below:

    o     The structure of the transaction will be substantially similar to the
          original structure outlined in United's amended registration statement
          and proxy statement filed with the SEC on February 8, 2001, whereby a
          new holding company will be formed ("New United") to own United and
          the assets and cash contributed by Liberty. New United will be owned
          by existing United stockholders and Liberty.

    o     Liberty's asset and cash contributions to New United and its
          affiliates remain effectively unchanged and will include a total of
          $1.4 billion in cash and assets, as well as the Latin American and
          other broadband interests previously disclosed.

    o     New United will issue to Liberty a total of 60 million shares in
          exchange  for the $1.4  billion in cash and  assets,  compared to 54.1
          million in the previously announced transaction.  In addition, Liberty
          may  receive up to an  additional  26.5  million  shares in New United
          depending  upon the stock  prices or values of  United's  subsidiaries
          over the next 12 months.  This  represents  an issue  price of between
          $23.33  per share and  $16.18  per share  depending  on the  number of
          additional shares issued.

    o     New United will issue to Liberty a total of 20.1 million shares and
          $200 million in cash in exchange for Liberty's Latin American and
          other interests, as previously agreed.

    o     If no additional shares are issued, Liberty's pro forma economic
          ownership of New United would be approximately 44%. If the entire
          amount of additional shares are issued to Liberty, its pro forma
          economic ownership would be approximately 51%.

    o     As contemplated in the original transaction, the current founders of
          United remain in control of the company.

    o     The previously announced euro 1.0 billion investment into United's
          European  subsidiary,  United Pan-Europe  Communications  N.V. ("UPC")
          will take the form of a convertible loan by Liberty, exchangeable into
          ordinary shares of UPC under certain  circumstances at the U.S. Dollar
          equivalent of euro 8.00 per share ("Exchangeable  Loan"). UPC's rights
          offering  has been  cancelled  and UPC will  continue to evaluate  the
          market conditions for raising additional equity either
          through a rights offering or other public or private market
          transactions.


          The transaction will close in two steps as described below.

The First Closing

At the First Closing, which the parties expect will occur today, Liberty is
making the U.S. Dollar equivalent of a euro 1.0 billion Exchangeable Loan to a
subsidiary of UPC. Prior to receipt of the proceeds from this loan, UPC expects
to repay certain indebtedness equal to euro 750 million.

Liberty will contribute the Exchangeable Loan to New United at the Second
Closing as described below.

The Exchangeable Loan has the following key terms:

    o     Convertible into UPC ordinary shares at the U.S. Dollar equivalent of
          euro 8.00 per share.

    o     6.00% coupon, payable in-king; six-year maturity.

    o Callable at anytime in the first year at 100% plus accrued interest.

    o     Following acquisition by New United, mandatory conversion into UPC
          ordinary shares at euro 8.00 per share on a euro 1.00 for euro 1.00
          basis for any equity raised by UPC at a price at or above euro 8.00
          per share during the first two years, euro 10.00 per share during the
          third year, euro 12.00 per share during the fourth year, and euro
          15.00 per share after the fifth year.

    o     Following acquisition by New United, mandatory conversion if UPC
          ordinary shares trade at euro 12.00 for 20 out of 30 trading days at
          any time after 18 months from issuance, or if UPC ordinary shares
          trade above euro 10.40 for 20 out of 30 trading days any time after
          three years from issuance.

The Second Closing

At the Second Closing, which is expected to occur promptly after approval by
United shareholders during the third quarter, New United will be formed and it
will own United.

Liberty and certain other holders of United's Class B Common Stock will
contribute their shares to New United in exchange for an equal number of shares
of, in Liberty's case, Class C Common Shares ("Class C Shares") and, in the case
of the other holders, Class B shares of New United.

United will then merge with a subsidiary of New United and, as a result, all
common and convertible preferred shareholders of United will receive an equal
number of common or convertible preferred shares in New United. United will be a
subsidiary of New United.

Liberty will contribute to New United:






    o     The Exchangeable Loan (as described above);

    o     $543 million in cash; and

    o     the Latin American and other assets as previously agreed, including a
          50% stake in Cablevision  S.A., the largest cable television  operator



          in Argentina;  100% of Pramer S.C.A. and 40% of Torneos y Competencias
          S.A., two of the largest and most important Latin American programming
          operations;  16% of Crown Media  Holdings,  a provider of  programming
          services  to over 65 million  subscribers  worldwide.

New United will issue to Liberty:

    o     60 million Class C Shares of New United in consideration for the
          Exchangeable Loan and the $543 million in cash; and

    o     $200 million in cash and 20.1 million Class C Shares in exchange for
          the Latin American and other assets.

Liberty's 50% stake in Cablevision S.A. includes a 22% interest acquired after
the original transaction was announced for approximately $500 million which was
funded by loans from United. New United will repay these loans to United using
proceeds from the sale to United of 50% of the Exchangeable Loan.

The Class A and Class B shares of New United will be substantially identical to
the Class A and Class B shares of United. The Class C shares issued to Liberty
will have ten votes per share, similar to the existing Class B shares, but will
have the right to elect only four of New United's 12 directors. The balance of
the board will be elected by the Class A and Class B shareholders voting as a
single class.

Share Adjustment Mechanism

The 60 million Class C Shares issued to Liberty in exchange for the $543 million
in cash and the Exchangeable Loan will be subject to an adjustment mechanism.
The parties have agreed to establish a collar on the final number of such Class
C Shares issued of between 60 million and 86.5 million, representing an
effective issue price of between $23.33 and $16.18 per share. The closing price
of United's class A common stock on May 25, 2001 was $13.83. The final number of
Class C Shares issued will be determined within the next 12 months and will be
based upon the market or other value of United's key operating subsidiaries from
time to time during that period.

When the total Class C Shares issued at the Second Closing are combined with
Liberty's existing holdings, and assuming the minimum number of Class C Shares
are issued, Liberty will have a 44% economic stake in United. If the maximum
number of Class C Shares are issued, Liberty would have a 51% economic stake in
United. As noted above, Liberty's voting power in the election of directors will
be limited to four out of twelve directors. In addition, Liberty will be bound
by standstill and voting agreements providing that the control and governance of
United will remain in the hands of the founders.

Gene Schneider, Chairman and CEO of United, said, "This is an extremely
important transaction for United. Obviously, we're pleased to be able to
announce that we've closed on the first euro 1.0 billion investment by Liberty
and that the balance of the transaction will be completed in short order."

John Malone, Chairman of Liberty, added, "The strategic merit of this deal to
Liberty shareholders is as strong today as it ever was. Our partnership with
United and its operating subsidiaries strengthens our own international
broadband activities, especially in Europe. We look forward to working together
on content, network and vendor initiatives to create greater value for both
United and Liberty investors." 

United will hold an investor conference call/webcast on May 29, 2001 at 11:00
EDT.

About   UnitedGlobalCom:

United is the largest international communications provider of video, voice,
data, and programming services with operations in 26 countries. At March 31,
2001, United's networks, in aggregate, reached 18.6 million homes and served
10.6 million video customers. In addition, the company's telephony business had
approximately 630,600 telephony subscribers, its high speed Internet access
business had over 577,900 subscribers, and its programming business had over 40
million subscribers. Adjusting for announced transactions, United's networks, in
aggregate, will reach more than 23.2 million homes and serve nearly 12.1 million
video customers.

United's significant operating subsidiaries include United Pan-Europe
Communications N.V. (UPC) (53% owned), the largest pan-European broadband
communications company; Austar United Communications (81% owned) a leading
satellite, cable television and telecommunications provider in Australia and New
Zealand; and VTR GlobalCom (100% owned), the largest broadband communications
provider in Chile.

About Liberty Media:

Liberty Media holds interests in a broad range of domestic and international
video programming, communications, technology and Internet businesses.

        NOTE:  The announcement concerning the United/Liberty Media transaction
               is TE: neither an offer to purchase nor a solicitation of an
               offer to sell securities. The offer will be made only through a
               prospectus. In connection with this proposed transaction, United
               has filed a proxy statement/registration statement with the SEC
               and a prospectus will be included in that registration statement.
               Other materials relating to the merger will also be filed with
               the SEC. Investors are urged to read the proxy
               statement/prospectus and other relevant documents to be filed
               with the SEC because they will include important information.

Materials filed with the SEC will be available electronically without charge at
an Internet site maintained by the SEC. The address of that site is
http://www.sec.gov . In addition, the proxy statement/prospectus filed with the
SEC will be mailed to United shareholders and may be obtained without charged
from United upon request. Documents filed with the SEC with respect to the
transaction may be obtained from United by directing a request to Rick
Westerman, Chief Financial Officer, UnitedGlobalCom, Inc., 4643 S. Ulster
Street, Suite 1300, Denver, CO 80237.


The identity of persons who may be considered "Participants in the Solicitation"
and the description of their interests is available in the Annual Report on Form
10-K filed by United on April 2, 2001.

        NOTE:  Except for historical information contained herein, this news TE:
               release contains forward-looking statements which involve certain
               risks and uncertainties that could cause actual results to differ
               materially from those expressed or implied by these statements.
               These forward-looking statements include timing of the Second
               Closing. These risks and uncertainties include regulatory
               approvals, as well as other factors detailed from time to time in
               the Company's filings with the Securities and Exchange
               Commission.