SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 8-K 12g3

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


                        Date of Report: January 30, 2002


                              UnitedGlobalCom, Inc.
                 (formerly known as New UnitedGlobalCom, Inc.)
               (Exact Name of Registrant as Specified in Charter)


 Delaware                              *                          84-1602895
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)                 Identification #)
incorporation)


             4643 South Ulster Street, Suite 1300, Denver, CO 80237
                     (Address of Principal Executive Office)


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


*    The  Registrant,  as a  Successor  Issuer  to  UGC  Holdings,  Inc.,  f/k/a
     UnitedGlobalCom,  Inc., is filing this report with the Commission by virtue
     of paragraph (a) of Rule 12g-3 under the  Securities  Exchange Act of 1934,
     as amended. The Commission File Number of UGC Holdings, Inc. is 0-21974.






Item 5.  Other Events
         ------------

UnitedGlobalCom,  Inc.  (f/k/a New  UnitedGlobalCom,  Inc.) (the  "Company")  on
January 30, 2002, closed its merger and  restructuring  transaction with Liberty
Media  Corporation and certain of its  affiliates.  As previously  announced,  a
subsidiary  of the Company  merged with and into  "UnitedGlobalCom,  Inc." ("Old
United"),  which  changed  its name to UGC  Holdings,  Inc.  as a result  of the
merger.

The Company is filing this report with the Commission by virtue of paragraph (a)
of Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the "Act").
Pursuant  to said  rule,  the  Company's  Class A common  stock is  deemed to be
registered  pursuant to Section 12(g) of the Act. The Commission  File Number of
Old United is 0-21974.











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                                    SIGNATURE

                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.

                                          UNITEDGLOBALCOM, INC.



                                          By:    /s/ FREDERICK G. WESTERMAN, III
                                               ---------------------------------
                                                Frederick G. Westerman, III
                                                Chief Financial Officer

Date:  February 1, 2002


















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