UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 26, 2004

Commission file number 333-108661

UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
UCDP FINANCE, INC.

(Exact name of Registrants as specified in their charters)

Florida Florida (State or other jurisdiction of incorporation or organization)				59-3128514 42-1581381 (I.R.S. employer identification no.)
1000 Universal Studios Plaza Orlando, FL (Address of principal executive offices)				32819-7610 (Zip code)

(407) 363-8000

(Registrants' telephone number, including area code)

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes        No    

Indicate by check mark whether the Registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act). Yes     No   .

Indicate the number of shares outstanding of each of the Registrants' classes of common stock: As of November 9, 2004 there were 100 shares of common stock of UCDP Finance, Inc. outstanding; Not applicable to Universal City Development Partners, Ltd.
    

TABLE OF CONTENTS

								Page
PART I.				FINANCIAL INFORMATION
ITEM 1.				Consolidated Financial Statements – Universal City Development Partners, Ltd. and Subsidiaries					3
ITEM 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					14
ITEM 3.				Quantitative and Qualitative Disclosure About Market Risk					21
ITEM 4.				Controls and Procedures					21
PART II.				OTHER INFORMATION
ITEM 1.				Legal Proceedings					22
ITEM 5.				Other Information					23
ITEM 6.				Exhibits					23
SIGNATURES									25

UCDP Finance, Inc. (UCDP Finance) is a wholly owned subsidiary of Universal City Development Partners, Ltd. and was formed for the sole purpose of acting as a co-issuer of the Registrants' 11¾% senior notes due 2010. UCDP Finance does not and will not conduct any operations or hold any assets of any kind and will not have any future revenues. UCDP Finance meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10Q and is therefore filing this form with the reduced disclosure format.

2

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PART I - FINANCIAL INFORMATION

ITEM l.    Financial Statements

Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

				September 26, 2004				December 27, 2003
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents				$	103,900			$	113,978
Accounts receivable, net					18,065				15,598
Receivables from related parties					8,852				8,127
Inventories, net					41,830				41,947
Prepaid assets					15,780				10,123
Total current assets					188,427				189,773
Property and equipment, at cost:
Land and land improvements					488,418				490,194
Buildings and building improvements					1,363,461				1,347,149
Equipment, fixtures and furniture					1,049,032				1,004,413
Construction in process					5,294				48,980
Total property and equipment, at cost:					2,906,205				2,890,736
Less accumulated depreciation					(1,025,126	)			(936,849	)
Property and equipment, net					1,881,079				1,953,887
Other assets:
Investments in joint ventures					9,306				10,481
Intangible assets, net					16,557				17,644
Deferred finance costs, net					22,190				27,486
Other assets					8,317				8,213
Total other assets					56,370				63,824
Total assets				$	2,125,876			$	2,207,484

Continued on next page.

3

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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets (continued)

(In thousands)

				September 26, 2004				December 27, 2003
				(Unaudited)
Liabilities and partners' equity
Current liabilities:
Accounts payable and accrued liabilities				$	135,960			$	109,019
Unearned revenue					42,570				28,514
Due to Vivendi Universal Entertainment					26,549				1,204
Current portion of capital lease obligations					866				395
Current portion of long-term borrowings					—				37,375
Total current liabilities					205,945				176,507
Long-term liabilities:
Long-term borrowings, net of current portion					1,003,840				1,138,065
Deferred special fee payable to Vivendi Universal Entertainment					143,507				137,438
Capital lease obligations, net of current portion					1,362				649
Interest rate swaps, at fair market value					7,989				19,793
Minority interest in equity of UCRP					9,348				9,543
Other					5,958				5,646
Total long-term liabilities					1,172,004				1,311,134
Commitments and contingencies					—				—
Partners' equity:
Vivendi Universal Entertainment					377,872				368,163
Blackstone Capital					377,872				368,163
Accumulated other comprehensive loss					(7,817	)			(16,483	)
Total partners' equity					747,927				719,843