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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: United International Holdings, Inc.
Title of Class of Securities: Class A Common Stock
CUSIP Number: 910734102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited, The Bank of
Butterfield Building, 65 Front Street, 6th Floor, HM JX, Bermuda
(Date of Event which Requires Filing of this Statement)
July 2, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement[ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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).
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CUSIP No. 910734102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
2,367,100
8. Shared Voting Power:
9. Sole Dispositive Power:
2,367,100
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,367,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.01%
14. Type of Reporting Person
CO
The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that Everest Capital Limited's (the
"Reporting Person") ownership of the Class A Common Stock (the
"Shares") of United International Holdings, Inc. (the "Issuer")
has increased from 7.55% to 9.01% of the outstanding Shares.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change, except for Item 2(b):
(b) The Bank of Butterfield Building, 65 Front Street,
6th Floor, HM JX, Bermuda
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2(c) above, the Reporting Person
exercises investment discretion with respect to the
capital of Everest Capital Fund, L.P., Everest Capital
International Ltd. and Everest Frontier Fund, L.P. In
that capacity, the Reporting Person purchased the
Shares, which are the subject of this Schedule 13D, on
behalf of Everest Capital Fund, L.P., Everest Capital
International Ltd. and Everest Frontier Fund, L.P. for
an aggregate purchase price of $26,787,424.44. The
funds for the purchase of the Shares came from the
working capital of Everest Capital Fund, L.P., Everest
Capital International Ltd. and Everest Frontier Fund,
L.P. No funds were borrowed to finance the purchase.
Item. 4 Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
(a) Based on the Issuer's filing on Form 10-K on
May 30, 1997, as of May 23, 1997 there were
26,266,530 Shares outstanding. As of the date
hereof, the Reporting Person was deemed to be the
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beneficial owner of 2,367,100 Shares which
represented 9.01% of the Issuer's outstanding
Shares.
(b) The Reporting Person has the sole power to vote and
dispose of all the shares held by the above
mentioned entities.
(c) All transactions in the Shares effected by the
Reporting Person during the past sixty days were
effected in open-market transactions and are set
forth in Exhibit A hereto.
(d) No 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
the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
effected by the Reporting Person
during the past sixty days.
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.
July 3, 1997
____________________________
Date
Everest Capital Limited
/s/ Marko Dimitrijevic
Title: President
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Shares Acquired Commission)
____ or (sold) _____________
4/4/97 60,000 $9.4
5/2/97 15,000 9.334
6/30/97 50,000 10.5
7/1/97 25,000 10.5
7/1/97 110,000 10.517
7/2/97 24,200 10.9112
7/2/97 14,900 11
7/3/97 56,000 11.3549
7/3/97 44,000 11.28
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00119032.AB6
