SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
United International Hldgs
(Name of issuer)
Common Stock
(Title of Class of Securities)
910734102
(CUSIP Number)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
CUSIP No. 910734102 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
MacKay-Shields Financial Corporation 13-2631681
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,806,081
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,806,081(See note at Item 4a below)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,806,081(See note at Item 4a below)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN
SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
10.6% (See Item 4a on page 4)
12 TYPE OF REPORTING PERSON*
IA
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
ITEM 1 (a) Name of Issuer:
United International Hldgs.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
4643 South Ulster St, Suite 1300
Denver, Co 80237
ITEM 2 (a) Name of Person Filing:
MacKay-Shields Financial Corporation
ITEM 2 (b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
ITEM 2 (c) Citizenship:
United States
ITEM 2 (d) Title of Class of Securities:
Common Stock
ITEM 2 (e) CUSIP Number:
910734102
ITEM 3. If this statement is filed pursuant to Rules 13d-1 (b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [x] Investment adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see section 240.13d-1
(b)(1)(ii)(F)
Page 3 of 6 Pages
SCHEDULE 13G cont.
(g) [ ] Parent Holding Company, in accordance with section
240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with section 240.13d-1
(b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the
last day of any month described in Rule 13d-l(b)(2),
if applicable, exceeds five percent, provide the
following information as of that date and identify
those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
Aggregate 2,806,081consisting of (i) 2,678,000 shares
of common stock and (ii) 128,081 shares of common
stock which may be acquired upon conversion of
preferred stock.
(b) Percent of Class:
10.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Not Applicable
(ii) shared power to vote or to direct the vote
2,806,081
(iii) sole power to dispose or to direct the
disposition of
Not Applicable
(iv) shared power to dispose or to direct the
disposition of
2,806,081
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Not Applicable
Page 4 of 6 Pages
SCHEDULE 13G cont.
ITEM 6. Ownership of More than Five Percent on Behalf
of Another Person.
If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response
to this item and, if such interest relates to more than five
percent of the class, such person should be identified.
A listing of the shareholders of an investment
company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Clients of the filing investment manager have the right to
receive and the ultimate power to direct the receipt of
dividends from, or the proceeds of the sale of, such
securities. The interest of The MainStay Funds, a
registered investment company, relates to more than
5% of the class.
ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
If a parent holding company has filed this Schedule
pursuant to Rule 13d-1(b)(ii)(G), so indicate
under Item 3 (g) and attach an exhibit stating
the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company
has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the
relevant subsidiary.
Not Applicable
ITEM 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item
3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identity of
each member of the group.
Not Applicable
Page 5 of 6 Pages
SCHEDULE 13G cont.
ITEM 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions
in the security reported on will be filed, if required,
by members of the group, in their individual
capacity. See Item 5.
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control
of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 13, 1998
Signature: ________________________
Name/Title: Jeffry B. Platt, General Counsel
Page 6 of 6 Pages
