UNIVISION COMMUNICATIONS INC, S-3, 1998-01-14

UNIVISION COMMUNICATIONS INC
S-3, 1998-01-14
TELEVISION BROADCASTING STATIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1998

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

UNIVISION COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4830 95-4398884
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>

1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(310) 556-7676
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROBERT V. CAHILL
SECRETARY
UNIVISION COMMUNICATIONS INC.
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(310) 556-7676

(Name and address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:

KENDALL R. BISHOP, ESQ. BRYANT B. EDWARDS, ESQ.
O'Melveny & Myers LLP Latham & Watkins
1999 Avenue of the Stars 633 West Fifth Street
Suite 700 Suite 4000
Los Angeles, California 90067 Los Angeles, California 90071
(310) 246-6780 (213) 485-1234

--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share....................... 24,150,000(2) $35.344 $853,557,600 $258,654
</TABLE>

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended.

(2) Includes 1,100,000 shares of the Registrant's Class A Common Stock issuable
upon exercise of warrants held by one of the Selling Stockholders.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 14, 1998
PROSPECTUS
, 1998
21,000,000 SHARES

[LOGO]
UNIVISION COMMUNICATIONS INC.
CLASS A COMMON STOCK

Of the 21,000,000 shares of Class A Common Stock of Univision Communications
Inc. (the "Company") offered hereby, 20,440,000 shares are being sold by A.
Jerrold Perenchio and his wife and 560,000 shares will be issued upon the
exercise by the Underwriters of warrants being acquired from the other Selling
Stockholder. See "Principal and Selling Stockholders." The Company will not
receive any proceeds from the sale of the shares being offered hereby although
it will receive proceeds from the exercise of the warrants by the Underwriters.
Following the Offering, Mr. Perenchio will own approximately 26.7% of the
Company's outstanding shares of Common Stock and will have 83.6% of the voting
power of the Class A, Class P Common Stock and Series A Preferred Stock and
78.5% of the voting power of all Common Stock and Preferred Stock outstanding.
See "Risk Factors" and "Description of Capital Stock."

The Class A Common Stock is listed on the New York Stock Exchange under the
symbol "UVN." On January 13, 1998, the last reported sale price of the Class A
Common Stock was $38.625 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.

IN ORDER TO ASSIST THE COMPANY IN COMPLYING WITH THE FOREIGN
OWNERSHIP RESTRICTIONS OF THE COMMUNICATIONS ACT OF 1934, THE
UNDERWRITERS HAVE AGREED THAT THEY WILL NOT KNOWINGLY SELL ANY OF THE
CLASS A COMMON STOCK OFFERED HEREBY TO FOREIGN PERSONS OR
ENTITIES. SEE "DESCRIPTION OF CAPITAL STOCK" AND "UNDERWRITING."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
PRICE UNDERWRITING PROCEEDS
TO THE DISCOUNTS AND TO THE SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)(3)
Per Share..................................... $ $ $
Total(4)...................................... $ $ $
</TABLE>

(1) THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SEE "UNDERWRITING."
(2) EXPENSES ASSOCIATED WITH THE OFFERING, ESTIMATED AT $600,000, ARE PAYABLE BY
THE COMPANY.
(3) THE SELLING STOCKHOLDER SELLING WARRANTS WILL RECEIVE $0.064 LESS PER SHARE
(THE "EXERCISE PRICE") WHICH WILL BE PAID TO THE COMPANY.
(4) THE SELLING STOCKHOLDERS HAVE GRANTED TO THE UNDERWRITERS A 30-DAY OPTION TO
PURCHASE UP TO 3,150,000 ADDITIONAL SHARES, INCLUDING 540,000 SHARES
ISSUABLE UPON EXERCISE OF WARRANTS, OF CLASS A COMMON STOCK SOLELY TO COVER
OVER-ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED IN FULL, THE TOTAL
PRICE TO PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS AND PROCEEDS TO THE
SELLING STOCKHOLDERS WILL BE $ , $ , $ , AND
$ , RESPECTIVELY. SEE "UNDERWRITING."

The shares of Class A Common Stock are being offered by the several
Underwriters when, as and if delivered to and accepted by the Underwriters,
subject to various prior conditions, including their right to reject any order
in whole or in part. It is expected that delivery of share certificates will be
made in New York, New York, on or about , 1998, against payment
therefor in immediately available funds.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER

BT ALEX. BROWN NATIONSBANC MONTGOMERY SCHRODER & CO. INC.
SECURITIES LLC
<PAGE>
Information contained in this Prospectus contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 which
can be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "anticipate," "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
matters set forth under the caption "Risk Factors" in the Prospectus constitute
cautionary statements identifying important factors with respect to such
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to differ materially from those in such
forward-looking statements.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK. UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND MAY BID
FOR AND PURCHASE SHARES OF CLASS A COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS (I) DOES NOT GIVE EFFECT
TO THE EXERCISE OF THE OVER-ALLOTMENT OPTION GRANTED TO THE UNDERWRITERS AS
DESCRIBED IN "UNDERWRITING," (II) FOR ALL PERIODS PRIOR TO OCTOBER 2, 1996 IS
PRESENTED ON A PRO FORMA BASIS GIVING EFFECT TO THE REORGANIZATION, AND (III)
GIVES EFFECT TO THE TWO-FOR-ONE STOCK SPLIT EFFECTIVE JANUARY 12, 1998. UNLESS
OTHERWISE INDICATED, ALL REFERENCES TO THE "COMPANY" AND "UNIVISION" REFER TO
UNIVISION COMMUNICATIONS INC. AND ITS CONSOLIDATED SUBSIDIARIES, INCLUDING ITS
OWNED AND OPERATED TELEVISION STATIONS, THE NETWORK AND GALAVISION. UNLESS
OTHERWISE INDICATED, CAPITALIZED TERMS USED HEREIN ARE DEFINED IN THE GLOSSARY
ON PAGE G-1, ALL RATINGS AND AUDIENCE SHARE DATA ARE DERIVED FROM REPORTS
PRODUCED BY NIELSEN MEDIA RESEARCH AND DEMOGRAPHIC DATA ARE DERIVED FROM THE DRI
STUDY.

THE COMPANY

Univision is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an
approximate 82% share of the U.S. Spanish-language network television audience
in 1997. The Company's Network, which is the most watched television network
(English- or Spanish-language) among Hispanic Households, provides the Univision
Affiliates with 24 hours per day of Spanish-language programming with a prime
time schedule of substantially all first run programming (I.E., no reruns)
throughout the year. As a leading, vertically-integrated television broadcaster,
Univision owns and operates 13 full-power (12 of which are affiliated with the
Univision Network) and eight low-power UHF stations, representing approximately
80% of its Network broadcast distribution. These full-power O&Os are located in
12 of the top 15 DMAs in terms of numbers of Hispanic Households--Los Angeles,
New York, Miami, San Francisco, Chicago, Houston, San Antonio, Dallas, Fresno,
Phoenix, Sacramento, and Albuquerque. As of December 31, 1997, the Company had
Affiliation Agreements with an additional 10 full-power and 17 low-power
Affiliated Stations and approximately 830 Cable Affiliates. Each of the
Company's full-power O&Os and Affiliated Stations ranks first in Spanish-
language television viewership in its DMA. The Company also owns Galavision, a
Spanish-language cable network that had approximately 2.5 million Hispanic
subscribers, representing approximately 55% of all Hispanic Households that
subscribed to cable television in 1997.

The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Televisa Program License Agreement
provides the Company with long-term access to first rate programming produced by
Televisa. Televisa-produced NOVELAS are popular throughout the world and are
among the Company's highest rated programs. Univision also produces a variety of
programs specifically tailored to meet the tastes, preferences and information
needs of the Hispanic audience, including national and local news and the highly
successful programs SABADO GIGANTE, CRISTINA and PRIMER IMPACTO. The Company's
newest program, a three-hour morning show, DESPIERTA AMERICA--"Wake Up
America"-- broadcasts news, talk and current events nationally, Monday through
Friday from 7:00 a.m. to 10:00 a.m. The Company has also televised World Cup
Soccer since 1978, including the widely watched 1994 World Cup, and in 1996
began televising the Sunday "Game of the Week" for Major League Soccer. In early
1997, the Company reached an agreement to broadcast all 64 games of the next
World Cup, to be played in France in the summer of 1998. To further provide
quality programming, the Company has recently agreed in principle with Televisa
to co-produce a maximum of 800 hours of non-NOVELA programming for airing during
the 12 months commencing October 1, 1998, at a cost to be borne equally by the
two entities.

3
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successful entities, including Chartwell Artists, Tandem Productions, Inc.,
Embassy Communications and Loews Theaters. Mr. Perenchio also owned and operated
Spanish-language television stations in Los Angeles and New York from 1975 to
1986. Televisa, which is the world's largest producer of Spanish-language
television programs, is the leading media and entertainment company in Mexico
with an approximate 75% share of Mexico's viewing audience. Venevision is
Venezuela's leading television network with an approximate 57% share of its
viewing audience. In October 1996, the Company acquired UNHP as part of the
Reorganization prior to the Company's initial public offering (the "Initial
Offering").

Since the Acquisition, the Company's operating performance has improved
significantly with pro forma net revenues and pro forma EBITDA increasing to
$370.3 million and $140.1 million, respectively, for the year ended December 31,
1996, representing compound annual growth rates of 16% and 33%, respectively,
from the 1992 operating results of the Company and its predecessor. In addition,
from November 1992 to November 1997 the Company increased its audience share of
Spanish-language network television viewing from 57% to 83% and increased its
share of the 20 most widely watched programs among Hispanic Households from 30%
to 100%.

BUSINESS STRATEGY

Univision attributes its success to several factors, including emphasis on
popular, high quality programming produced by Televisa and Univision,
contracting with Nielsen to develop more accurate, credible rating systems to
measure Hispanic audience viewership, increasing acceptance by advertisers of
Spanish-language television, continued growth of the Hispanic audience and the
strengthening of its management team with executives and sales managers with
extensive English-language television and advertising experience. The Company
expects to continue to realize strong revenue and EBITDA growth by capitalizing
on the expected continued growth in advertising expenditures targeted at the
rapidly expanding Hispanic population. Specifically, the Company's business
strategy seeks to capitalize on the following factors and competitive
advantages:

LEADING AUDIENCE SHARE AMONG HISPANICS. The Company's emphasis on popular,
high quality programming has enabled it to achieve the highest ratings versus
all other broadcasters (English- or Spanish-language) among Hispanic television
viewers. For instance, for the first 11 months of 1997, the Company had a 82%
audience share of Spanish-language television viewers and in November 1997 had
20 out of the top 20 most highly rated television programs (in Spanish or
English) viewed by Hispanic Households. Each of the Company's 22 full-power
Broadcast Affiliates ranks first in Spanish-language television viewership in
its DMA.

INVESTMENT IN RESEARCH AND SALES MANAGEMENT. Prior to November 1992, there
were no Hispanic audience television rating services comparable to those
measuring television viewership in the general U.S. population. Beginning in
1992, Nielsen, pursuant to a contract with the Company, began delivering Nielsen
ratings measuring Hispanic viewership both at the Network and local DMA levels.
Because these Nielsen ratings provide advertisers with a more accurate and
reliable measure of Hispanic audience television viewership, they have been
important in allowing the Company to demonstrate to advertisers its ability to
reach the Hispanic audience. The Company believes that continued use of reliable
ratings will allow it to further increase its advertising rates and narrow the
gap which has historically existed between its audience share and its share of
advertising revenues. In addition, the Company has made significant investments
in experienced sales managers and account executives and has provided its sales
professionals with state-of-the-art research tools to continue to attract major
advertisers.

HIGHLY FAVORABLE DEMOGRAPHIC TRENDS. The Hispanic population is currently
one of the fastest growing segments of the U.S. population, growing at
approximately five times the rate of the non-Hispanic population. The Hispanic
population, which consisted of 23.7 million people (9.5% of the U.S. population)
in 1990, is estimated to be 29.3 million people (10.9% of the U.S. population)
in 1997, and is expected to grow to 32.0 million people (11.6% of the U.S.
population) by 2000 and 41.5 million people (13.9% of the U.S. population) by
2010. Hispanic Households on average are larger and younger and spend a greater

4
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percentage of their total household income on consumer products than
non-Hispanic households. Furthermore, approximately 68% of all Hispanics,
regardless of income or educational level, speak Spanish at home. This
percentage is expected to remain relatively constant through 2010. Consequently,
the number of Hispanics speaking Spanish in the home is expected to increase
significantly in the foreseeable future.

INCREASING ADVERTISER EXPENDITURES ON SPANISH-LANGUAGE
TELEVISION. According to published reports, total advertising expenditures
targeting Hispanics grew from $166 million in 1982 to approximately $1.4 billion
in 1997, representing a compound annual growth rate of 15.3%. Approximately
55.0% of the $1.4 billion in advertising expenditures in 1997 targeting
Hispanics was directed towards Spanish-language television. The Company believes
that major advertisers have found that Spanish-language television advertising
is a more cost-effective means to target the growing Hispanic audience than
English-language broadcast media. In the 1997/1998 broadcast season, Univision
sold upfront network advertising for the first time and received commitments for
approximately $200 million in advertising. Since the Acquisition, the Company
has added or substantially increased commitments from many national advertisers,
including Coca-Cola, Ford, Johnson & Johnson, MCI Communications, McDonald's,
Miller Brewing Company, Polaroid, Sears, Texaco, and Toyota. The Company
believes that advertiser interest in the Hispanic population will continue to
grow primarily because Hispanic consumer expenditures, which are expected to
total approximately $356 billion in 1997, are expected to grow at an annual rate
of 8.0% over the next 13 years to $965 billion in 2010, far outpacing the
expected growth in total U.S. consumer expenditures.

STRATEGIC ACQUISITION AND INVESTMENT OPPORTUNITIES. The Company believes
that its knowledge of, and experience with, Hispanic audiences will enable it to
identify strategic acquisitions and successfully integrate them into the
Company's operations. The Company acquired full-power stations in two important
markets in 1994, Chicago and Houston, and one important market in 1997,
Sacramento, and has used its management expertise, programming and brand
identity to substantially improve the Company's performance in Chicago and
Houston. In addition, the Company has purchased a $10.0 million convertible
promissory note from Entravision that is convertible into an approximate 25%
equity interest in Entravision. Entravision owns 10 of the Affiliated Stations,
and has an agreement to acquire another. The 11 stations would represent
approximately 13% of the Network's distribution. To complement and capitalize on
the Company's existing business and management strengths, the Company expects to
explore both Spanish-language television and other media acquisition
opportunities. On October 31, 1997, the Company entered into a non-binding
letter of intent with Home Shopping Network, Inc. to form a joint venture to
create and operate a live Spanish-language television shopping network intended
for distribution in the United States, Latin America, Portugal and Spain. The
terms of a definitive agreement are being negotiated, and the United States
business is expected to begin operations at the end of the first quarter of
1998.

The Company was incorporated in Delaware in April 1992 as Perenchio
Communications, Inc. and its name was changed to Univision Communications Inc.
in June 1996. The Company's principal executive offices are located at 1999
Avenue of the Stars, Suite 3050, Los Angeles, California 90067, and its
telephone number is (310) 556-7676.

RISK FACTORS

See "Risk Factors" beginning on page 9 for factors that should be considered
in evaluating the Company and its business.

5
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock offered hereby.... 21,000,000 shares

Common Stock to be outstanding after
the Offering
Class A Common Stock(a)(b)........... 45,095,726 shares
Class P Common Stock................. 22,926,470 shares
Class T and Class V Common
Stock(c)........................... 17,837,164 shares
-----------------
Total(c)........................... 859,360 shares
-----------------
-----------------

Relative rights of Class A, Class P,
Class T and Class V Common
Stock(d)............................. The Class A, Class P, Class T and Class V Common
Stock (collectively, the "Common Stock") have
identical rights with respect to cash dividends and
in the distribution of proceeds in any sale or
liquidation, but have different voting rights. The
Class A, Class T and Class V Common Stock are
entitled to one vote per share, while the Class P
Common Stock is entitled to 10 votes per share on
all matters on which stockholders are entitled to
vote, except that in the election of directors,
holders of Class T and Class V Common Stock, each
voting as a separate class, elect from one to three
directors. Perenchio will have 83.6% of the voting
power of the Class A, Class P Common Stock and
Series A Preferred and 78.5% of the voting power of
all Common Stock and Preferred Stock outstanding
immediately after the Offering. See "Risk Factors"
and "Description of Capital Stock".

Use of proceeds........................ The Company will not receive any proceeds from the
Offering, although it will receive approximately
$36,000 upon exercise of the 560,000 Warrants being
sold by a Selling Stockholder to the Underwriters,
which will be added to working capital.

New York Stock Exchange symbol......... "UVN"
</TABLE>

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(a) Excludes an aggregate of 10,925,000 shares of Class A Common Stock reserved
for future issuance under the Company's 1996 Performance Award Plan as of
December 31, 1997, 2,170,666 of which are vested and exercisable or will
vest and become exercisable on or before March 1, 1998.

(b) Excludes an aggregate of 69,085,274 shares of Class A Common Stock issuable
upon conversion of all of the Class P, Class T and Class V Common Stock (and
shares issuable upon exercise of the Warrants) to be outstanding after the
Offering. Also excludes 734,225 shares of Class A Common Stock issuable upon
conversion of the Series A Cumulative Convertible Preferred Stock ("Series A
Preferred"). See "Certain Transactions--Warrants" and "Description of
Capital Stock."

(c) Excludes 28,321,640 shares of Class A, Class T and Class V Common Stock
issuable upon the exercise of the Warrants. For restrictions on exercise of
the Warrants, see "Certain Transactions--Warrants." The Warrants are
exercisable at a price of $0.064 per share. Total shares of Common Stock
outstanding assuming exercise of all Warrants and conversion of the Series A
Preferred is 114,915,225.

(d) The Class P, Class T and Class V Common Stock can be converted at any time
into Class A Common Stock and will automatically convert into Class A Common
Stock upon the occurrence of certain events. Additionally, the Class P,
Class T and Class V Common Stock will lose their special rights upon the
occurrence of certain events. See "Description of Capital Stock."

6
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED FINANCIAL DATA

The following summary pro forma consolidated financial data of the Company
for the year ended December 31, 1996 and the nine months ended September 30,
1996 and the historical consolidated financial data for the nine months ended
September 30, 1997 are derived from the Unaudited Pro Forma Consolidated
Condensed Statements of Operations and the Consolidated Financial Statements of
the Company included elsewhere herein and give effect to the Reorganization
(including the consolidation of PCI and UNHP) as if such transactions had
occurred as of January 1, 1996, in the case of the statement of operations data.
See "Capitalization," "Unaudited Pro Forma Consolidated Condensed Statements of
Operations" and "Consolidated Financial Statements" for further details
regarding such adjustments. This data is not necessarily indicative of the
results of operations that would have actually been obtained had the
transactions referred to above been consummated on the dates indicated, nor are
they indicative of the results of operations that may be obtained in the future.
Such financial data should be read in conjunction with the "Unaudited Pro Forma
Consolidated Condensed Statements of Operations," "Selected Historical Financial
Data" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and is qualified in its entirety by reference to the
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
-------------------------------- ------------------
YEAR ENDED NINE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1996 1997
------------ ------------------ ------------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (IN THOUSANDS, EXCEPT PER
SHARE DATA)
Net revenues.............................................. $ 370,289 $ 263,758 $ 321,868
Direct operating expenses................................. 122,313 88,119 114,533
Selling, general and administrative(a).................... 98,265 71,349 90,631
Corporate charges......................................... 9,596 6,969 8,165
Depreciation and amortization............................. 55,049 41,559 42,465
------------ -------- --------
Operating income........................................ 85,066 55,762 66,074
Interest expense, net..................................... 39,548 30,006 30,401
Amortization of deferred financing costs.................. 1,459 1,116 1,211
Nonrecurring expense of acquired station reversal ........ -- -- (1,059)
Provision (benefit) for taxes............................. 7,728 7,583 (14,850)
------------ -------- --------
Income before extraordinary loss on extinguishment of
debt.................................................. $ 36,331 $ 17,057 $ 50,371
Income per share before extraordinary loss on
extinguishment of debt................................ $ 0.31 $ 0.15 $ 0.44

OTHER DATA: (IN THOUSANDS)
Broadcast cash flow(a)(b)(c)............................ $ 149,711 $ 104,290 $ 116,704
EBITDA(a)(c)(d)......................................... 140,115 97,321 108,539
Cash flows provided by (used in)
Operating activities.................................. 77,916
Investing activities.................................. (50,573)
Financing activities.................................. (17,650)
Capital expenditures.................................... 18,873 14,472 21,711
</TABLE>

<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30,
1997
-------------
<S> <C>
BALANCE SHEET DATA: (IN THOUSANDS)
Total assets....................................................................................... $ 934,187
Long-term debt (including current maturities)...................................................... 531,555
Stockholders' equity............................................................................... 312,549
</TABLE>

7
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<TABLE>
<CAPTION>
PRO FORMA HISTORICAL
-------------------------------------- ---------------------
YEAR ENDED NINE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1996 1997
--------------- --------------------- ---------------------
<S> <C> <C> <C>
GROWTH RATE AND MARGIN DATA:
Net revenues growth....................................... 15.2% -- % 22.0%
Broadcast cash flow growth(c)............................. 23.5 -- 11.9
Broadcast cash flow margin(c)............................. 40.4 39.5 36.3
EBITDA growth(c)(d)....................................... 25.6 -- 11.5
EBITDA margin(c)(d)....................................... 37.8 36.9 33.7
</TABLE>

- ------------------------

(a) The management fee charged by the Principal Stockholders to UNHP, which was
terminated as part of the Reorganization, was $7,786,000 and $7,786,000 for
the year ended December 31, 1996 and the nine months ended September 30,
1996, respectively. The management fee has been eliminated from the
appropriate data.

(b) "Broadcast cash flow" is defined as broadcast operating income before
corporate charges and depreciation and amortization. The Company has
presented broadcast cash flow data, which the Company believes are
comparable to the data provided by other companies in the industry, because
such data are commonly used as a measure of performance for broadcast
companies. However, broadcast cash flow should not be construed as an
alternative to operating income (as determined in accordance with generally
accepted accounting principles) as an indicator of operating performance, or
to cash flows from operating activities (as determined in accordance with
generally accepted accounting principles) as a measure of liquidity.

(c) As a result of the Initial Offering in September 1996 and its subsequent
corporate Reorganization in the fourth quarter of 1996, the net program
license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 9.7% to 13.0% of net revenues for the nine months
ended September 30, 1996 and 1997, respectively. Had the revised license fee
been in effect in 1996, the license fee for the nine months ended September
30, 1996 would have increased by $9,371,000 and broadcast cash flow would
have been $94,919,000. On a year to year basis, broadcast cash flow would
have increased by $21,785,000 or 23.0%, from $94,919,000 in the nine months
ended September 30, 1996 to $116,704,000 in the nine months ended September
30, 1997, and as a percentage of net revenues, broadcast cash flow would
have increased from 36.0% to 36.3% in the respective nine month periods.

Had the revised license fee been in effect in the nine months ended
September 30, 1996, EBITDA would have been $87,950,000 in the nine months
ended September 30, 1996. On a year to year basis, EBITDA would have
increased by $20,589,000 or 23.4%, from $87,950,000 in the nine months ended
September 30, 1996 to $108,539,000 in the nine months ended September 30,
1997, and as a percentage of net revenues, EBITDA would have increased from
33.3% to 33.7% in the respective nine month periods.

(d) "EBITDA" consists of broadcast cash flow less corporate charges and is
commonly used in the broadcast industry to analyze and compare broadcast
companies on a basis of operating performance, leverage and liquidity.
EBITDA, as presented above, may not be comparable to similarly titled
measures of other companies unless such measures are calculated in
substantially the same fashion. EBITDA should not be construed as an
alternative to operating income (as determined in accordance with generally
accepted accounting principles) as an indicator of operating performance, or
to cash flows from operating activities (as determined in accordance with
generally accepted accounting principles) as a measure of liquidity.

8
<PAGE>
RISK FACTORS

The following factors should be considered carefully in evaluating the
Company and its business before purchasing the shares of Class A Common Stock
offered hereby.

RELIANCE ON LIMITED SOURCES OF PROGRAMMING

A substantial part of the Company's operating strategy depends upon the
continued availability and commercial success of programming from Televisa. In
1996 the Company derived approximately 38.6% of its gross advertising sales from
programs produced by Televisa under the Televisa Program License Agreement; for
the nine months ended September 30, 1997, this percentage was also 38.6%.
Televisa programming represented approximately 50.7% of the Network's non-repeat
broadcast hours in 1996; for the nine months ended September 30, 1997, this
percentage was 43.0%. If such programming were to become unavailable or
unsuccessful for any reason, including political or economic instability,
foreign government regulations, or other trade barriers in Mexico, no assurance
can be given that the Company could obtain alternative programming of equivalent
type and popularity or on terms as favorable to the Company. Consequently, any
significant interruption in the supply or success of programming could have a
material adverse effect on the Company's financial condition and results of
operations.

INCREASED COST OF PROGRAMMING

From the closing of the Initial Offering through December 1996, aggregate
royalties to Televisa and Venevision equalled 11.0% of Combined Net Time Sales,
and increased to 13.5% of Combined Net Time Sales in 1997, and have increased to
15.0% of Combined Net Time Sales for 1998 and all years thereafter. Such
increase in royalties will have a negative effect on the Company's operating
margins. See "Business-- Program License Agreements."

POTENTIAL COMPETITION WITH OTHER BROADCASTERS USING TELEVISA PROGRAMMING

The Company has enjoyed virtually exclusive access in the United States to
most of Televisa's programs, both new and from Televisa's extensive library.
Univision has the right under the Televisa Program License Agreement to fill up
to 24 hours of programs per day on each of the Network's and Galavision's
program schedules, after giving effect to programs obtained from Venevision or
third parties and those produced by the Network. Univision also has the right of
first refusal for the Network and Galavision on substantially all other
Spanish-language programs Televisa desires to license in the United States.
Subject to these limitations, Televisa has the right to license Spanish-language
programs to other broadcasters in the United States. Very few Televisa programs
have been so licensed. No assurance can be given that in the future other U.S.
broadcasters will not license more of Televisa's programs, consistent with the
terms of the Televisa Program License Agreement.

Televisa has agreed with several partners, each of whom has substantial
assets, to develop and operate a direct broadcast satellite ("DBS") venture,
which will have a variety of program services, including program services
supplied by Televisa. Televisa is required to offer the Company the opportunity
to acquire a 50% economic interest in Televisa's interest in the joint venture
to the extent it relates to United States Spanish-language broadcasting. While
the Company believes that the Company will be offered such an interest, the
Company has not received any indication as to what the business terms relating
to such interest would be. Accordingly, the Company is not in a position to
state whether it would accept such an offer. If the venture secures a
significant viewership among Hispanic Households, it could have a material
adverse effect on Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.

9
<PAGE>
Televisa of its intention to enforce its rights by all appropriate means
including, if necessary, legal action, if Televisa provides such programs to any
such DBS venture. There can be no assurance that Televisa will desist from
providing such programming to its or other DBS ventures, or, if Televisa were
not to desist, that Univision would prevail in court.

SUBSTANTIAL COMPETITION

The broadcasting and cable business is highly competitive. The Company
competes for viewers and revenues with other Spanish-language and
English-language television stations and networks, including the four principal
English-language television networks, ABC, CBS, NBC and Fox, and in certain
cities, UPN and WB. Certain of these English-language networks and others have
begun producing Spanish-language programming and simulcasting certain
programming in English and Spanish. Several cable broadcasters have recently
commenced or announced their intention to commence, Spanish-language services as
well. The Company also competes for viewers and revenues with independent
television stations, other video media, suppliers of cable television programs,
direct broadcast systems (including two which were started in 1996 for broadcast
outside the United States and in which Televisa and Venevision have substantial
interests), newspapers, magazines, radio and other forms of entertainment and
advertising. The Univision Affiliates located near the Mexican border also
compete for viewers with television stations operated in Mexico, many of which
are affiliated with a Televisa network and owned by Televisa.

The Company's Restated Certificate of Incorporation allows the Company to
engage in all media related business. However, neither Televisa nor Venevision
will be required to offer opportunities to the Company other than those
involving Spanish-language television broadcasting or a Spanish-language
television network in the United States. Consequently, the Company could compete
directly with Televisa and Venevision, two of its Principal Stockholders, in
other media and languages. Televisa currently publishes and distributes
Spanish-language publications and sells Spanish-language recorded music in the
United States. See "Certain Transactions--Participation Agreement."

Telemundo Group, Inc. ("Telemundo") is the Company's largest competitor that
broadcasts Spanish-language television programming. As of September 30, 1997,
Telemundo served 60 markets in the United States as well as the Puerto Rican
market, and reached approximately 85% of all Hispanic Households. In most of the
Company's DMAs, the Univision Affiliate competes directly with a station owned
by or affiliated with Telemundo. In November 1997, a venture formed by
affiliates of Apollo Management L.P., Bastion Capital Fund, and their strategic
partners, the Sony Pictures Entertainment unit of Sony Corp. and Liberty Media
Group, reported that it had entered into a definitive agreement to acquire
Telemundo. The Company cannot predict the effect of such acquisition on
Telemundo's competitive position vis-a-vis the Company.

Certain of the Company's competitors and the investors in the venture formed
to acquire Telemundo have greater financial resources than the Company.
Increased competition for viewers and revenues may have a material adverse
effect on the Company's financial condition and results of operations. The
Company under certain circumstances also could be required to compete against
entities using programming supplied by Televisa or Venevision. See "--Potential
Competition with Other Broadcasters Using Televisa Programming" and
"Business--Program License Agreements."

IMPACT OF NEW TECHNOLOGIES; POTENTIAL COST OF SPECTRUM

In recent years, the Federal Communications Commission ("FCC") has adopted
policies providing for authorization of new technologies and a more favorable
operating environment for certain existing technologies that have the potential
to provide additional competition for television stations. Further advances in
technology such as video compression, direct broadcast satellites and
programming delivered through fiber optic telephone lines could facilitate the
entry of new channels and encourage the development of increasingly specialized
"niche" programming. In particular, the Company may be affected by the
development of digital television technology ("DTV") and the adoption of
standards and regulations for

10
<PAGE>
DTV by the FCC. The FCC is presently conducting several rulemaking proceedings
in order to implement DTV. Broadcasters are required to complete the transition
to DTV broadcasting by 2006. Such a transition will require significant new
capital investments in DTV broadcasting capacity, and no assurance can be given
that the Company will have adequate financial resources to make such capital
investments. Moreover, broadcasters who elect not to engage in DTV broadcasting
at an early stage could suffer a significant competitive disadvantage. The
Company is unable to predict the effect that technological changes will have on
the broadcast television industry or on the future results of the Company's
operations. See "Business--Competition" and "Business--Federal Regulation and
New Technologies."

MANDATORY REDEMPTION OF CLASS A COMMON STOCK

In order to comply with the FCC foreign ownership rules, the Company's
Restated Certificate of Incorporation permits the Company to redeem any shares
of Class A Common Stock owned by foreign nationals, foreign governments, or the
representatives of either (collectively, "Foreign Interests") and to take other
actions designed to ensure its compliance with the foreign ownership
restrictions of the Communications Act of 1934, as amended (the "Communications
Act"), and related FCC rules. The redemption price for such shares is equal to
the lesser of fair market value or, if such shares were purchased within one
year of the redemption date, such stockholder's purchase price, and may be paid
in cash, securities or a combination thereof. See "Business--Federal Regulation
and New Technologies" and "Description of Capital Stock."

FCC REGULATION

The Company's operations are subject to extensive and changing regulation on
an ongoing basis by the FCC, which enforces the Communications Act. Approval by
the FCC is required for the issuance, renewal and assignment of station
operating licenses and the transfer of control of station licensees. The FCC
licenses held by the Company will come up for renewal from time to time,
primarily within the next year, and such renewal may be subject to challenge on
a number of grounds. The FCC also regulates ownership and control by Foreign
Interests. In connection with obtaining the FCC's approval of the
Reorganization, the Company disclosed to the FCC the ownership and management
interests held by Televisa and Venevision. The Company also apprised the FCC of
provisions in the Company's Restated Certificate of Incorporation described in
"--Mandatory Redemption of Class A Common Stock." Accordingly, the Company
believes that it is in compliance with such provisions. However, if the Company
fails to comply with the foreign ownership restrictions in its Restated
Certificate of Incorporation, or if the Company departs from its representations
made to the FCC in connection with its obtaining the FCC's approval of the
Reorganization, the FCC has the ability to enforce such foreign ownership
restrictions through warnings, fines, cancellations of licenses or other
actions. While the Company seeks to comply with such restrictions, it cannot
predict the outcome of any such challenge or any other changes in regulatory
practices that may affect its business and prospects.

Congress and the FCC currently have under consideration and may in the
future adopt new laws or modify existing laws, regulations and policies
regarding a wide variety of matters, including the adoption of attribution
rules, further restricting broadcast station ownership, that could directly or
indirectly adversely affect the ownership and operation of the Company's
broadcast properties, as well as the Company's business strategies. For example,
pursuant to the "must-carry" provisions of the Cable Television Consumer
Protection and Competition Act of 1992, a broadcaster may demand carriage on a
specific channel on cable systems within its market. All of the full-power O&Os
are currently exercising their must-carry rights. Accordingly, elimination of
the must-carry provisions could have a material adverse effect on the Company.

The adoption of various measures could accelerate the existing trend toward
vertical integration in the media and home entertainment industries and cause
the Company to face more formidable competition in the future. The
Telecommunications Act of 1996 (the "Telecom Act") modified or eliminated
restrictions on the offering of multiple network services by the existing major
television networks, restrictions on the

11
<PAGE>
participation by regional telephone operating companies in cable television and
other direct-to-home video technologies, and certain restrictions on broadcast
station ownership. The Company is unable to predict whether these changes in the
regulatory environment could restrict or curtail the ability of the Company to
acquire, operate and dispose of stations or, in general, to compete profitably
with other operators of television stations and other media properties. The FCC
has acknowledged that DTV channel allotment may involve displacement of existing
low-power stations, particularly in major television markets. Accordingly, the
Company's low-power Broadcast Affiliates may be materially adversely affected.
See "Business-- Federal Regulation and New Technologies."

POPULAR PROGRAM LOSS

The Company's productions SABADO GIGANTE, a variety show hosted by Mario
Kreutzberger, and CRISTINA, a talk show hosted by Cristina Saralegui, are among
its most successful programs in terms of advertising revenues generated.
Approximately 15% of the total gross advertising revenues generated by Univision
in 1996 and the nine months ended September 30, 1997 were accounted for by
advertising aired on these programs. Although the Company has access to
replacement programs, including programs available under the Program License
Agreements, such replacement programs might not have as much appeal to
Univision's audience or advertisers. Consequently, the loss of either of these
popular programs, or a decrease in their popularity, could have a material
adverse effect on the Company's financial condition and results of operations.

POSSIBLE ADVERSE EFFECT OF RAPIDLY CHANGING CONDITIONS IN INDUSTRY

The Company's operations and ability to grow may be affected by numerous
factors, including changes in audience tastes, priorities of advertisers,
reductions in advertisers' budgets, new laws and governmental regulations and
policies, changes in broadcast technical requirements, technological advances,
proposals to eliminate the tax deductibility of certain advertising expenses
incurred by advertisers and changes in the willingness of financial institutions
and other lenders to finance television station acquisitions and operations. The
Company cannot predict which, if any, of these or other factors might have a
significant impact on the television broadcasting industry in the future, nor
can it predict what impact, if any, the occurrence of these or other events
might have on the Company's financial condition and results of operations.

CONCENTRATION OF SHARE OWNERSHIP AND CONTROL OF COMPANY

Mr. Perenchio beneficially owns all of the Company's outstanding Class P
Common Stock which gives him 10 votes per share compared to the one vote per
share of Class A Common Stock. The Class A and Class P Common Stock vote
together on all matters. Accordingly, immediately after this Offering, Mr.
Perenchio will have 83.6% of the voting power of all holders of Class A, Class P
Common Stock and Series A Preferred and 78.5% of the overall voting power of the
Company, with respect to substantially all matters submitted to a vote,
including election of directors, proxy contests, mergers, tender offers, open-
market purchase programs and other purchases of the Company's Common Stock that
could give stockholders of the Company the opportunity to realize a premium over
the then prevailing market price for their shares of Common Stock. The Class T
and Class V Common Stock each vote as a separate class with respect to the
election of directors and with respect to other matters which would adversely
affect the special rights of such class.

Certain activities of the Company are restricted by certain supermajority
voting provisions contained in the Company's Bylaws. The Company's Bylaws
provide that the affirmative vote of a majority of the directors elected by the
holders of the Class T Common Stock (the "Class T Directors") and a majority of
the directors elected by the holders of the Class V Common Stock (the "Class V
Directors") is required for the Company to, among other things, (i) merge,
consolidate, enter into a business combination or otherwise reorganize the
Company, (ii) sell all or substantially all of the assets of the Company, (iii)
create or issue any Common Stock or securities exchangeable into, or that
participate in dividends with, the

12
<PAGE>
Common Stock, any preferred stock or phantom equity or any similar securities or
interests, (iv) pay any dividends or redeem or repurchase any securities of the
Company (except for redemption of shares in accordance with the Company's
Restated Certificate of Incorporation to ensure compliance with the foreign
ownership restrictions of the Communications Act, and dividends payable at a
stated rate on preferred stock that has been approved by the Board), (v) engage
in any business transaction outside of the Company's ordinary course of business
or (vi) dissolve, liquidate or terminate the Company. Additionally, the
Company's Bylaws provide that without the approval of a majority of the Class T
Directors or the Class V Directors, the Company may not, among other things, (a)
acquire or dispose of any assets in any one transaction or series of related
transactions for a purchase price in excess of $50 million, (b) dispose of any
interest in any television station which broadcasts in Spanish in any of the top
15 markets in terms of Hispanic population, (c) incur any debt (or issue
preferred stock) in excess of five times the Company's EBITDA for the preceding
12-month period, (d) produce or acquire certain new programming (unless the
Company has met certain EBITDA to sales ratios), or (e) enter into any
transaction with Perenchio or any affiliate of, or any person related to,
Perenchio.

Certain of the provisions described above could delay, deter or prevent a
change in control of the Company. See "Description of Capital Stock."

POTENTIAL YEAR 2000 ISSUES

The Company has initiated a Company-wide task force to review and evaluate
the Year 2000 issue as it relates to its internal computer systems and third
party computer systems as well as those of its vendors. The Company expects to
incur internal staff costs as well as consulting and other expenses related to
these issues. In addition, the appropriate course of action may include
replacement or an upgrade of certain systems or equipment that would be
capitalized and depreciated accordingly.

The task force is working with the Company's vendors who are at various
stages in analyzing this issue; there can be no assurance that the systems of
other companies on which the Company's systems rely or interface with will also
be timely converted. The Company will continue to evaluate the appropriate
courses of corrective action needed. There can be no assurance that the Year
2000 issues will be resolved in 1998 or 1999. If not resolved, this issue could
have a significant adverse impact on the Company's operations.

RELIANCE ON SATELLITES AND OTHER EQUIPMENT

The Company broadcasts its programs to the Univision Affiliates on three
separate satellites from four transponders, one of which is owned and three of
which are leased on a long-term basis pursuant to two lease agreements. If the
satellite on which the Company-owned transponder fails, the Company has the
right to migrate to a transponder on another satellite. If the Company-owned
transponder fails and the satellite remains viable, the Company has the right to
migrate to another transponder on the same satellite. If a leased transponder
fails, under one lease agreement covering two transponders, the lessor is
required to provide a back-up for the transponders on the same satellite, and
the lessor may, subject to availability, at its option, provide alternative
transponders on other satellites. Under the other lease agreement, the lessor
may, subject to availability, at its option, provide alternative transponder
capacity. There can be no assurance that such other transponders or satellites
would be available to the Company, or if available, whether the use of such
other transponders or satellites could be obtained on favorable terms. A
disruption of transmission could have a material adverse effect on the Company's
financial condition and results of operations.

The Company owns or leases remote antenna space and microwave transmitter
space near each of the O&Os. The loss of certain of these antenna tower leases
could have a material adverse effect on the financial condition and results of
operations of the Company.

13
<PAGE>
ABSENCE OF DIVIDENDS

The Company has never declared or paid any cash dividends on its Common
Stock. The Bank Facility restricts the payment of cash dividends on the Common
Stock. Future dividend policy will depend on the Company's earnings, capital
requirements, financial condition and other factors considered relevant to the
Board of Directors. Additionally, as described above, the approval of a majority
of the Class T Directors and a majority of the Class V Directors is required for
the Company to pay any dividends on the Common Stock. Since dividends are not
payable on the Warrants, such approval is unlikely so long as the Warrants are
held by Televisa and Venevision. See "Dividend Policy."

USE OF PROCEEDS

All of the shares of the Class A Common Stock being offered hereby are
offered by the Selling Stockholders. The Company will not receive any of the
proceeds from the sale of such shares, although it will receive approximately
$36,000 upon the exercise of the 560,000 Warrants being sold to, and exercised
by, the Underwriters.

DIVIDEND POLICY

The Company has never declared or paid dividends on its Common Stock. The
Bank Facility restricts the payment of cash dividends on the Common Stock. The
approval of a majority of the Class T Directors and a majority of the Class V
Directors is required for the Company to pay any dividends on the Common Stock.
Since dividends are not payable on the Warrants, such approval is unlikely so
long as the Warrants are held by Televisa and Venevision. The Company currently
intends to retain any earnings for use in its business and does not anticipate
paying any cash dividends on its Common Stock in the foreseeable future. Future
dividend policy will depend on the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Board of
Directors.

14
<PAGE>
CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of September 30, 1997.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
1997
CONSOLIDATED
-----------------------
(IN MILLIONS)
<S> <C>
Long-term debt (including current maturities)
Bank Facility...................................................... $ 425.0
Junior Subordinated Notes.......................................... 65.8
Capital leases and other........................................... 40.8
------
Total long-term debt............................................. 531.6
Series A Preferred................................................... 12.1
Stockholders' equity................................................. 312.5
------
Total capitalization................................................. $ 856.2
------
------
</TABLE>

MARKET PRICES OF COMMON STOCK

Since the Initial Offering at $11.50 per share, effective September 26,
1996, the Company's Class A Common Stock has been listed on the NYSE under the
symbol "UVN." At December 31, 1997, there were 49 Class A Common Stock holders
of record. The following table sets forth the high and low sales price per share
as reported on the New York Stock Exchange Composite Tape for the periods
indicated. All share prices give effect to the two-for-one stock split effective
January 12, 1998.

<TABLE>
<CAPTION>
PRICE RANGE
------------------------
HIGH LOW
---------- ----------
<S> <C> <C>
1996
Third Quarter (from September 26)..... $ 17 $ 14 3/4
Fourth Quarter........................ $ 20 1/8 $ 16 5/16
1997
First Quarter......................... $ 18 11/16 $ 15 7/8
Second Quarter........................ $ 19 13/16 $ 16 1/4
Third Quarter......................... $ 29 1/2 $ 19 3/8
Fourth Quarter........................ $ 35 11/16 $ 25 3/4
1998
First Quarter (through January 13).... $ 39 5/16 $ 34 5/8
</TABLE>

15
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS

The following unaudited pro forma consolidated statements of operations (the
"Pro Forma Statements") give effect to the Reorganization and the application of
the net proceeds from the Company's Initial Offering that closed on October 2,
1996, as if such transactions had occurred as of January 1, 1996.

The Pro Forma Statements do not purport to represent what the Company's
results of operations would actually have been if such transactions in fact had
occurred on the dates assumed or to project results of operations for any future
date or period.

The pro forma adjustments are based upon available information and upon
certain assumptions that management of the Company believes are reasonable. The
Reorganization, wherein the Company acquired 100% of UNHP and the 20% minority
interests of its subsidiary PTIH, was accounted for using the purchase method of
accounting. The aggregate fair value of the minority interests acquired was
approximately $203 million.

The Pro Forma Statements do not reflect the acquisition of Galavision, the
payment of the Galavision note, or the $10 million investment in the form of a
note and an option to acquire a 25% interest in Entravision, as such amounts
were not significant.

The Pro Forma Statements and accompanying notes should be read in
conjunction with the historical consolidated financial statements of UCI and
UNHP, including the notes thereto, included elsewhere, or incorporated by
reference, herein.

16
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
-------------------------------- PRO FORMA
UCI UNHP CONSOL. ADJUSTMENTS PRO FORMA
---------- --------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................................... $ 193,791 $ 176,498 $ 370,289 $ -- $ 370,289
Direct operating expenses...................................... 33,204 89,109 122,313 -- 122,313
Selling, general and administrative expenses................... 60,846 45,205 106,051 (7,786)(a) 98,265
Corporate charges.............................................. 7,298 2,298 9,596 9,596
Depreciation and amortization.................................. 37,428 9,755 47,183 7,866(b) 55,049
---------- --------- --------- ------- -----------
Operating income............................................... 55,015 30,131 85,146 (80) 85,066
Interest expense............................................... 37,590 11,824 49,414 (9,866)(c) 39,548
Amortization of deferred financing costs....................... 2,890 45 2,935 (1,476)(d) 1,459
Minority interest.............................................. (1,851) -- (1,851) 1,851(e) --
---------- --------- --------- ------- -----------
Income before taxes and extraordinary loss on extinguishment of
debt......................................................... 16,386 18,262 34,648 9,411 44,059
Provision for income taxes..................................... 5,610 148 5,758 1,970(f) 7,728
---------- --------- --------- ------- -----------
Income before extraordinary loss on extinguishment of debt..... 10,776 18,114 28,890 7,441 36,331
---------- --------- --------- ------- -----------
Earnings per share before extraordinary loss on extinguishment
of debt...................................................... $ 0.09 $ 0.31
Weighted average common shares outstanding(g).................. 115,427,038 115,427,038
Other Data:
Broadcast cash flow.......................................... $ 99,741 $ 42,184 $ 141,925 $ 7,786 $ 149,711
EBITDA....................................................... 92,443 39,886 132,329 7,786 140,115
</TABLE>

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
-------------------------------- PRO FORMA
UCI UNHP CONSOL. ADJUSTMENTS PRO FORMA
---------- --------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................................... $ 139,882 $ 123,876 $ 263,758 $ -- $ 263,758
Direct operating expenses...................................... 24,590 63,529 88,119 -- 88,119
Selling, general and administrative expenses................... 45,418 33,717 79,135 (7,786)(a) 71,349
Corporate charges.............................................. 5,283 1,686 6,969 6,969
Depreciation and amortization.................................. 26,057 7,636 33,693 7,866(b) 41,559
---------- --------- --------- ------- -----------
Operating income............................................... 38,534 17,308 55,842 (80) 55,762
Interest expense............................................... 32,206 7,666 39,872 (9,866)(c) 30,006
Amortization of deferred financing costs....................... 2,592 -- 2,592 (1,476)(d) 1,116
Minority interest.............................................. (1,851) -- (1,851) 1,851(e) --
---------- --------- --------- ------- -----------
Income before taxes and extraordinary loss on extinguishment of
debt......................................................... 5,587 9,642 15,229 9,411 24,640
Provision for income taxes..................................... 2,235 44 2,279 5,304(f) 7,583
---------- --------- --------- ------- -----------
Income before extraordinary loss on extinguishment of debt..... 3,352 9,598 12,950 4,107 17,057
---------- --------- --------- ------- -----------
Earnings per share before extraordinary loss on extinguishment
of debt...................................................... $ 0.10 $ 0.15
Weighted average common shares outstanding(g).................. 33,280,112 115,054,820
Other Data:
Broadcast cash flow.......................................... $ 69,874 $ 26,630 $ 96,504 $ 7,786 $ 104,290
EBITDA....................................................... 64,591 24,944 89,535 7,786 97,321
</TABLE>

- ------------------------------

(a) Reverses the historical management fee of $7,786 provided by the Network for
the year ended December 31, 1996 and the nine month period ended September
30, 1996. The pro forma adjustment for the effect of eliminating the
historical cost sharing arrangements has not been presented because the
historical license fee, net of the historical cost sharing, approximates the
license fee on a pro forma basis.

(b) Represents the amortization of an additional $203,044 of goodwill arising
from the Company's acquisition of minority interest, that occurred as part
of the Reorganization, as if the acquisition had occurred as of January 1,
1996. The goodwill is being amortized over 20 years.

17
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (CONTINUED)

(c) Represents the reversal of the historical interest expense related to the
refinanced debt and records the interest expense of $31,753 for the year
ended December 31, 1996 and the nine month period ended September 30, 1996,
relating to the borrowings under the Bank Facility incurred in connection
with the Reorganization.

(d) Represents the net reversal of the historical amortization of deferred
financing costs relating to refinanced debt.

(e) Eliminates the historical effect of preferred stock dividends to minority
stockholders of PTIH, related party debt interest expense and the minority
interest participation in the income (loss) applicable to common
stockholders.

(f) The provision for income taxes included in the unaudited pro forma
consolidated condensed statements of operations for the year ended December
31, 1996 and the nine months ended September 30, 1996 is based on an
effective tax rate of 40%. This tax provision, presented on a pro forma
basis, is offset by an income tax benefit arising from the extraordinary
loss on the extinguishment of debt. However, in accordance with Article 11
of Regulation S-X under the Securities Act, the extraordinary loss on the
extinguishment of debt, net of related tax benefits, is not presented
herein.

(g) Pro forma weighted average common shares outstanding for the year ended
December 31, 1996 and the nine months ended September 30, 1996 include the
effects of outstanding warrants with an exercise price of $0.064 per share.
The warrants are considered Common Stock equivalents and impact primary
weighted average common shares outstanding by the primary weighted average
common shares outstanding by the number of shares issuable upon exercise of
the warrants less the number of shares that could have been repurchased by
the Company with the proceeds from the exercise of the warrants based on the
price of Common Stock described below. The market price for the Common Stock
during the periods presented was based on the average market price for the
period.

Pro forma weighted average common shares outstanding has been calculated as
follows:

<TABLE>
<CAPTION>
DEC. 31, SEPT. 30,
1996 1996
------------ -------------
<S> <C> <C>
Historical weighted average common shares outstanding................ 253,332 253,332
Reorganization stock dividend (227.010528 shares for each common
share)............................................................. 57,509,030 57,509,030
Reorganization shares issued......................................... 8,670,998 8,670,998
Public offering shares issued........................................ 18,791,000 18,791,000
------------ -------------
Weighted average common shares before dilutive effect of common stock
equivalents........................................................ 85,224,360 85,224,360
------------ -------------
Common stock equivalents:
Options............................................................ 1,423,262 1,065,984
Warrants........................................................... 28,881,640 28,881,640
Consideration upon exercise of Warrants ($0.064 for each
Warrant)......................................................... $1,859,978 $ 1,859,978
Less: Repurchased shares with proceeds from Warrants (assuming
$18.195 and $15.875, respectively, per share).................... (102,224) (117,164)
Common stock equivalents........................................... 30,202,678 29,830,460
------------ -------------
Pro forma weighted average common shares........................... 115,427,038 115,054,820
------------ -------------
------------ -------------
</TABLE>

18
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

Presented below are summary historical financial data of UCI. The data for
UCI for the years ended December 31, 1994, 1995 and 1996 were derived from the
audited financial statements and related notes included elsewhere herein, and
should be read in conjunction therewith. Effective October 3, 1996, UCI
consolidated the results of operations of the Network, and as a result,
revenues, expenses and other items include the Network as of that date.
Consequently, significant variances exist when the results for the year ended
1996 are compared to those for prior years and when the results for the nine
months ended September 30, 1997 are compared to those for the nine months ended
September 30, 1996. The data for UCI for the year ended December 31, 1993 were
derived from the audited financial statements of UCI and related notes, which
are not included herein. The data for the predecessor company for the year ended
December 31, 1992 were derived from the audited financial statements and related
notes of the predecessor company for the period from January 1, 1992 through
December 16, 1992 and UCI from December 17, 1992 through December 31, 1992,
which are not included herein.

The UCI data for the nine months ended September 30, 1996 and 1997 are
unaudited, but in the opinion of management such data have been prepared on the
same basis as the audited financial statements included elsewhere herein, and
include all normal recurring adjustments necessary for a fair presentation of
the financial position and results of operations for that period. Results for
the nine months ended September 30, 1996 and 1997 are not necessarily indicative
of the results for a full year.

FIVE YEAR SUMMARY OF SELECTED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
PREDECESSOR FOR THE YEARS ENDED NINE MONTHS ENDED
COMPANY DECEMBER 31, SEPTEMBER 30,
----------- ------------------------------------------- ------------------------
1992(a) 1993 1994 1995 1996
----------- --------- --------- --------- ----------
1996 1997
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues........................... $ 105,855 $ 104,675 $ 139,007 $ 173,108 $ 244,858 $ 139,882 $ 321,868
Direct operating expenses.............. 21,104 21,545 24,201 30,774 58,443 24,737 114,725
Selling, general and administrative
expenses(b).......................... 42,000 40,174 49,223 64,973 79,818 50,554 98,604
Depreciation and amortization.......... 12,777 33,970 31,719 33,506 39,516 26,057 42,465
----------- --------- --------- --------- ---------- ----------- -----------
Operating income....................... 29,974 8,986 33,864 43,855 67,081 38,534 66,074

Interest expense....................... 1,597 36,896 37,246 40,222 41,691 32,206 30,401
Amortization of deferred financing
costs................................ 130 4,580 5,419 3,925 2,934 2,592 1,211
Non-recurring expense (reversal) of
acquired station..................... -- -- -- 1,750 -- -- (1,059)
Minority interest in net (income) loss
of consolidated subsidiary........... (376) (5,309) (1,202) 7,346 (1,851) (1,851) --
----------- --------- --------- --------- ---------- ----------- -----------
Income (loss) before taxes and
extraordinary loss on extinguishment
of debt.............................. 28,623 (27,181) (7,599) (9,388) 24,307 5,587 35,521
Provision (benefit) for income taxes... -- -- 140 -- 5,714 2,235 (14,850)
----------- --------- --------- --------- ---------- ----------- -----------
Income (loss) before extraordinary loss
on extinguishment of debt............ 28,623 (27,181) (7,739) (9,388) 18,593 3,352 50,371
Extraordinary loss on extinguishment of
debt (net of tax benefit of $5,485 in
1996)................................ -- -- (4,321) (801) (8,228) (11,558) --
----------- --------- --------- --------- ---------- ----------- -----------
Net income (loss)...................... $ 28,623 $ (27,181) $ (12,060) $ (10,189) $ 10,365 $ (8,206) $ 50,371
----------- --------- --------- --------- ---------- ----------- -----------
----------- --------- --------- --------- ---------- ----------- -----------

COMMON SHARE DATA:(E)
Income (loss) per share before
extraordinary loss................... $ 6.28 $ (5.96) $ (1.70) $ (2.06) $ 0.16 $ 0.10 $ 0.44
Extraordinary loss per share........... -- -- (0.95) (0.18) (0.07) (0.35) --
----------- --------- --------- --------- ---------- ----------- -----------
Net income (loss) per share............ $ 6.28 $ (5.96) $ (2.65) $ (2.24) $ 0.09 $ (0.25) $ 0.44
----------- --------- --------- --------- ---------- ----------- -----------
Weighted average common shares
outstanding.......................... 4,560,210 4,560,210 4,560,210 4,560,210 115,427,038 33,280,112 115,583,052
----------- --------- --------- --------- ---------- ----------- -----------
----------- --------- --------- --------- ---------- ----------- -----------
</TABLE>

19
<PAGE>
<TABLE>
<CAPTION>
PREDECESSOR FOR THE YEARS ENDED NINE MONTHS ENDED
COMPANY DECEMBER 31, SEPTEMBER 30,
----------- ------------------------------------------- ------------------------
1992(a) 1993 1994 1995 1996
----------- --------- --------- --------- ----------
1996 1997
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Broadcast cash flow(b)(c).............. $ 43,452 $ 45,604 $ 69,274 $ 83,413 $ 114,495 $ 69,874 $ 116,704
EBITDA(b)(d)........................... 42,751 42,956 65,583 77,361 106,597 64,591 108,539
Cash flows provided by (used in):
Operating activities................. 77,916
Investing activities................. (50,573)
Financing activities................. (17,650)

BALANCE SHEET DATA (AT END OF PERIOD):
Working capital (deficit).............. $ (46,147) $ (89,166) $ (84,921) $ (76,241) $ (8,560) $ 109,203 $ 226
Total assets........................... 540,261 510,741 565,856 545,902 884,367 646,808 934,187
Long-term debt (including current
maturities).......................... 454,115 413,421 478,307 487,895 540,794 679,200 531,555
Stockholders' equity (deficit)......... 20,328 (11,468) (29,171) (77,057) 262,207 (88,099) 312,549
</TABLE>

- ------------------------------

(a) Represents the addition of the results of operations of the predecessor
company (January 1 through December 16, 1992) and PCI for the period
December 17 through December 31, 1992.

(b) The management fee charged by the Principal Stockholders to UNHP, which was
terminated as part of the Reorganization, was $7,786,000 and $7,786,000 for
the year ended December 31, 1996 and the nine months ended September 30,
1996, respectively. The management fee has been eliminated from the
appropriate data.

(c) "Broadcast cash flow" is defined as broadcast operating income before
corporate charges and depreciation and amortization. The Company has
presented broadcast cash flow data, which the Company believes are
comparable to the data provided by other companies in the industry, because
such data are commonly used as a measure of performance for broadcast
companies. However, broadcast cash flow should not be construed as an
alternative to operating income (as determined in accordance with generally
accepted accounting principles) as an indicator of operating performance, or
to cash flows from operating activities (as determined in accordance with
generally accepted accounting principles) as a measure of liquidity.

(e) All common share and per common share amounts have been adjusted
retroactively for a two-for-one common stock split effective January 12,
1998.

20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management's discussion and analysis should be read in
conjunction with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements. In particular, Note 1 (ORGANIZATION AND
ACQUISITION) to the Consolidated Financial Statements explains the acquisition
of the Network on October 2, 1996 and presents the results of operations of the
Company on a pro forma basis, as if the 1996 acquisition of the Network and
related Reorganization had occurred as of January 1st of each year presented.
See the Unaudited Pro Forma Consolidated Condensed Statements of Operations
included elsewhere herein.

RESULTS OF OPERATIONS

Effective October 3, 1996, the Company consolidated the results of
operations of the Network, and as a result, revenues, expenses and other items
include the Network as of that date. Consequently, significant variances exist
when the results for the year ended 1996 are compared to those for the year
ended 1995 and when the results for the nine months ended September 30, 1997 are
compared to those for the nine months ended September 30, 1996. Accordingly,
management's discussion and analysis of results of operations for the year ended
1996, as compared to 1995, and the nine months ended September 30, 1997, as
compared to the nine months ended September 30, 1996, have been presented on a
historical basis and, in addition, on a pro forma basis as described above.
Furthermore, 1996, 1995 and the nine months ended September 30, 1996 results of
operations include the pro forma impact of adjustments for interest expense on
the Company's Bank Facility (see Note 5 to Consolidated Financial Statements),
amortization of Network goodwill and acquisition-related financing costs and
related income tax benefits. The pro forma 1996 and 1995 and pro forma nine
months ended September 30, 1996 results of operations are not necessarily
indicative of what would have occurred if the Network acquisition had taken
place on January 1, 1996 and 1995, respectively. Management's discussion and
analysis of results of operations for the year ended 1995 as compared to 1994
has been presented based on the historical results of operations of the Company,
which did not include the Network.

As a result of the Reorganization, the Company's major assets are its
investments in UTG and the Network, from which substantially all of its revenues
are derived. UTG's net revenues are derived from the owned and operated stations
(the "O&Os") and include gross advertising revenues generated from the sale of
national and local spot advertising time, net of agency commissions. The
Network's net revenues include gross advertising revenues generated from the
sale of Network advertising, net of agency commissions and station compensation
to the Affiliated Stations. Also included in net revenues subsequent to July 1,
1996 are Galavision's gross advertising revenues, net of agency commissions, its
subscriber fee revenues and other miscellaneous revenues.

Direct operating expenses consist of programming, news and general operating
costs.

21
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1996

The following table sets forth selected data from the operating results of
the Company for the nine months ended September 30, 1996 and 1997 on a
historical basis and pro forma basis (unaudited) (in thousands):

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA/ACTUAL
---------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
1996 1997 1996 1997
ACTUAL ACTUAL % INCREASE PRO FORMA ACTUAL % INCREASE
---------- ---------- ----------- ----------- ---------- -------------
Net revenues............................ $ 139,882 $ 321,868 130.1% $ 263,758 $ 321,868 22.0%
Direct operating expenses............... 24,737 114,725 363.8% 88,266 114,725 30.0%
Selling, general and administrative
expenses.............................. 50,554 98,604 95.0% 78,171 98,604 26.1%
Depreciation and amortization........... 26,057 42,465 63.0% 41,559 42,465 2.2%
---------- ---------- ----- ----------- ---------- ---
Operating income...................... $ 38,534 $ 66,074 71.5% $ 55,762 $ 66,074 18.5%
---------- ---------- ----- ----------- ---------- ---
---------- ---------- ----- ----------- ---------- ---
Other Data:
Broadcast cash flow..................... $ 69,874 $ 116,704 67.0% $ 104,290 $ 116,704 11.9%
Corporate charges....................... 5,283 8,165 54.6% 6,969 8,165 17.2%
---------- ---------- ----- ----------- ---------- ---
EBITDA................................ $ 64,591 $ 108,539 68.0% $ 97,321 $ 108,539 11.5%
---------- ---------- ----- ----------- ---------- ---
---------- ---------- ----- ----------- ---------- ---
</TABLE>

REVENUES. Net revenues increased to $321,868,000 for the nine months ended
September 30, 1997 from $139,882,000 for the same period in 1996, an increase of
$181,986,000 or 130.1%. The acquisition of the Network accounted for
$146,725,000 or 80.6% of the increase, and the O&Os and Galavision accounted for
$29,395,000 or 16.2% and $5,866,000 or 3.2%, respectively. Had the Network been
owned since January 1, 1996, net revenues would have been $263,758,000 in the
nine months ended September 30, 1996 compared to $321,868,000 in the nine months
ended September 30, 1997, an increase of $58,110,000 or 22.0%. The increase is
due to higher net revenues of $29,395,000 at the O&Os, $24,596,000 at the
Network and $4,119,000 related to Galavision, which was acquired by the Network
on June 30, 1996. The O&Os' increase, which was due to an increase of
approximately 15% in spots sold and an 11% increase in the price for advertising
spots, was primarily derived from Los Angeles, Miami, Chicago, New York and
Houston, with increases at all other O&Os. The Network's increase is due to an
increase of approximately 20% in the price of advertising spots, offset in part
by a decrease in volume of approximately 5%.

EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $192,000 and $147,000 for the nine months ended September 30, 1997
and 1996, respectively, increased to $114,725,000 in 1997 from $24,737,000 in
1996, an increase of $89,988,000 or 363.8%. The acquisition of the Network
accounted for $85,808,000 or 95.4% of the increase, and the O&Os and Galavision
accounted for $2,357,000 or 2.6% and $1,823,000 or 2.0%, respectively. Had the
Network been owned since January 1, 1996, direct operating expenses, before the
reduction of corporate charges, would have been $88,266,000 in the nine months
ended September 30, 1996 compared to $114,725,000 in the nine months ended
September 30, 1997, an increase of $26,459,000 or 30.0%. The increase is
primarily due to higher license fees of $16,074,000. As a result of the Initial
Offering in September 1996 and its subsequent corporate Reorganization in the
fourth quarter of 1996, the net program license fee payable to Univision's
program suppliers, Televisa and Venevision, increased from 9.7% to 13.0% of net
revenues for the nine months ended September 30, 1996 and 1997, respectively.
The new morning show, DESPIERTA AMERICA, which began airing mid-April 1997 and
generated revenues of approximately $5,000,000, accounted for approximately
$2,300,000 (including start-up costs of approximately $560,000) of the total
increase in programming costs over 1996. The remainder of the increase is due
primarily to higher technical and news costs and $1,403,000 of costs related to
Galavision. Had the Network been owned since January 1, 1996, direct operating
expenses, as a percentage of net revenues, would have increased to 35.6% in the
nine months ended September 30, 1997 from 33.5% in the nine months ended
September 30, 1996.

22
<PAGE>
Selling, general and administrative expenses, before the reduction of
corporate charges of $7,973,000 and $5,136,000 for the nine months ended
September 30, 1997 and 1996, respectively, increased to $98,604,000 in the nine
months ended September 30, 1997 from $50,554,000 in the nine months ended
September 30, 1996, an increase of $48,050,000 or 95.0%. The acquisition of the
Network accounted for $30,654,000 or 63.8% of the increase, and the O&Os and
Galavision accounted for $13,203,000 or 27.5% and $4,193,000 or 8.7%,
respectively. Had the Network been owned since January 1, 1996, selling, general
and administrative expenses, before the reduction of corporate charges, would
have been $78,171,000 in the nine months ended September 30, 1996 compared to
$98,604,000 in the nine months ended September 30, 1997, an increase of
$20,433,000 or 26.1%. The increase is due in large part to increased selling
costs at the O&Os and the Network of $7,417,000 associated with increased sales
and staff levels, a charge of approximately $1,500,000 for costs associated with
management changes and increased research costs of $547,000, all of which are
consistent with the Company's strategy of investing in sales management and
research. Furthermore, there were compensation costs of approximately $2,000,000
related to new and existing senior management positions, a charge for costs
associated with other management changes of approximately $2,000,000 and the
1996 expenses being reduced by $1,200,000 as a result of a litigation reserve
reversal. Galavision accounted for $3,016,000. Had the Network been owned since
January 1, 1996, selling, general and administrative expenses, as a percentage
of net revenues, would have increased to 30.6% in the nine months ended
September 30, 1997 from 29.6% in the nine months ended September 30, 1996.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$42,465,000 in the nine months ended September 30, 1997 from $26,057,000 in the
nine months ended September 30, 1996, an increase of $16,408,000 or 63.0%. The
acquisition of the Network accounted for $6,249,000 or 38.1% of the increase,
and the O&Os and Galavision accounted for $9,138,000 or 55.7% and $1,021,000 or
6.2%, respectively. On a pro forma basis, depreciation and amortization would
have been $41,559,000 in 1996 compared to $42,465,000 in the nine months ended
September 30, 1997, an increase of $906,000 or 2.2%. The increase is due
primarily to an increase in depreciation related to increased capital
expenditures and the acquisition of Galavision, offset in part by a decrease in
goodwill amortization.

OPERATING INCOME. As a result of the above factors, operating income
increased to $66,074,000 in the nine months ended September 30, 1997 from
$38,534,000 in the nine months ended September 30, 1996, an increase of
$27,540,000 or 71.5%. The acquisition of the Network accounted for $24,014,000
of the increase, the O&Os accounted for $4,697,000 and Galavision accounted for
a decrease in operating income of $1,171,000. On a pro forma basis, operating
income would have been $55,762,000 in the nine months ended September 30, 1996
compared to $66,074,000 in the nine months ended September 30, 1997, an increase
of $10,312,000 or 18.5%, and as a percentage of net revenues, operating income
would have decreased from 21.1% in 1996 to 20.5% in the nine months ended
September 30, 1997.

INTEREST EXPENSE. Interest expense decreased to $30,401,000 in the nine
months ended September 30, 1997 from $32,206,000 in the nine months ended
September 30, 1996, a decrease of $1,805,000 or 5.6%. On a pro forma basis,
interest expense was $30,006,000 in 1996 compared to $30,401,000 in the nine
months ended September 30, 1997, an increase of $395,000 or 1.3%. The increase
is due primarily to higher borrowings during the nine months ended September 30,
1997 as compared to the nine months ended September 30, 1996, partially offset
by lower interest rates in the nine months ended September 30, 1997.

MINORITY INTEREST. For the nine months ended September 30, 1996, the
Company reported minority interest income of $1,851,000, consisting of the
minority interest in the net income of subsidiary of $1,869,000 and preferred
stock dividend expense attributable to minority stockholders of $18,000. The
minority interest was acquired as part of the Reorganization during the nine
months ended September 30, 1996. On a pro forma basis, minority interest is
eliminated from the nine months ended September 30, 1996 operating results of
the Company.

23
<PAGE>
PROVISION (BENEFIT) FOR INCOME TAXES. For the nine months ended September
30, 1997, the Company reported an income tax benefit of $14,850,000 compared to
an income tax provision of $2,235,000 for the nine months ended September 30,
1996. On a pro forma basis, the Company reported an income tax benefit of
$14,850,000 for the nine months ended September 30, 1997, and an income tax
provision of $7,583,000 for the nine months ended September 30, 1996. The nine
months ended September 30, 1997 tax benefit results from the recognition of
deferred tax assets that management believes, more likely than not, will be
realized due to the Company's generating income in its current and future
periods. The provision for income taxes included in the nine months ended
September 30, 1996 pro forma income statement is based on an effective tax rate
of 40%. This tax provision, presented on a pro forma basis, is offset by an
income tax benefit arising from the January 1, 1996 loss on extinguishment of
debt (see Extraordinary Loss).

INCOME BEFORE EXTRAORDINARY ITEMS. As a result of the above factors, income
before extraordinary items increased to $50,371,000 in the nine months ended
September 30, 1997 from $3,352,000 in the nine months ended September 30, 1996,
an increase of $47,019,000. On a pro forma basis, income before extraordinary
items increased to $50,371,000 in the nine months ended September 30, 1997 from
$17,057,000 in the nine months ended September 30, 1996, an increase of
$33,314,000.

EXTRAORDINARY LOSS. During the nine months ended September 30, 1996, UTG
purchased at a premium $24,425,000 face amount of its 11 3/4% Senior
Subordinated Notes due 2001. The purchases resulted in an extraordinary loss of
$2,112,000, including the write-off of the related deferred financing costs. The
remaining face amount of the Senior Subordinated Notes of $67,625,000 was
defeased, resulting in an extraordinary loss of $11,597,000, including the
write-off of the remaining related financing costs of $8,946,000. The related
income tax benefit associated with the extraordinary losses was $2,151,000,
resulting in a net extraordinary loss during the nine months ended September 30,
1996 of $11,558,000. On a pro forma basis, the Senior Subordinated Notes with a
total face amount of $92,050,000 are assumed to be defeased at January 1, 1996,
generating an extraordinary loss of $11,182,000, including a related tax benefit
of $7,455,000 for the nine months ended September 30, 1996.

NET INCOME (LOSS). As a result of the above factors, net income increased
to $50,371,000 in the nine months ended September 30, 1997 from a net loss of
$8,206,000 in the nine months ended September 30, 1996, an improvement of
$58,577,000. On a pro forma basis, net income increased to $50,371,000 in the
nine months ended September 30, 1997 from $5,875,000 in the nine months ended
September 30, 1996, an increase of $44,496,000.

BROADCAST CASH FLOW. Broadcast cash flow increased to $116,704,000 in 1997
from $69,874,000 in the nine months ended September 30, 1996, an increase of
$46,830,000 or 67.0%. The acquisition of the Network accounted for $32,332,000
of the increase, the O&Os accounted for $14,648,000 of the increase and
Galavision accounted for a decrease in broadcast cash flow of $150,000. Had the
Network been owned since January 1, 1996, broadcast cash flow would have been
$104,290,000 in the nine months ended September 30, 1996 compared to
$116,704,000 in the nine months ended September 30, 1997, an increase of
$12,414,000 or 11.9%, and as a percentage of net revenues, broadcast cash flow
would have decreased from 39.5% in the nine months ended September 30, 1996 to
36.3% in the nine months ended September 30, 1997.

As a result of the Initial Offering in September 1996 and its subsequent
corporate Reorganization in the fourth quarter of 1996, the net program license
fee payable to Univision's program suppliers, Televisa and Venevision, increased
from 9.7% to 13.0% of net revenues for the nine months ended September 30, 1996
and 1997, respectively. Had the revised license fee been in effect in 1996, the
license fee would have increased by $9,371,000 and broadcast cash flow would
have been $94,919,000 in the nine months ended September 30, 1996. On a year to
year basis, broadcast cash flow would have increased by $21,785,000 or 23.0%,
from $94,919,000 in the nine months ended September 30, 1996 to $116,704,000 in
the nine months ended September 30, 1997, and as a percentage of net revenues,
broadcast cash flow would have increased

24
<PAGE>
from 36.0% in the nine months ended September 30, 1996 to 36.3% in the nine
months ended September 30, 1997.

CORPORATE CHARGES. Corporate charges increased to $8,165,000 in the nine
months ended September 30, 1997 from $5,283,000 in the nine months ended
September 30, 1996, an increase of $2,882,000 or 54.6%. The acquisition of the
Network accounted for $2,069,000 or 71.8% of the increase and the O&Os accounted
for $813,000 or 28.2%. Had the Network been owned since January 1, 1996,
corporate charges would have been $6,969,000 in the nine months ended September
30, 1996 compared to $8,165,000 in the nine months ended September 30, 1997, an
increase of $1,196,000 or 17.2%. The increase is primarily due to costs
associated with being a public company and increased staffing costs, and as a
percentage of net revenues, corporate charges would have decreased from 2.6% in
the nine months ended September 30, 1996 to 2.5% in the nine months ended
September 30, 1997.

EBITDA. EBITDA increased to $108,539,000 in the nine months ended September
30, 1997 from $64,591,000 in the nine months ended September 30, 1996, an
increase of $43,948,000 or 68.0%. The acquisition of the Network accounted for
$30,263,000 of the increase, the O&Os accounted for $13,835,000 of the increase
and Galavision accounted for a decrease in EBITDA of $150,000. Had the Network
been owned since January 1, 1996, EBITDA would have been $97,321,000 in the nine
months ended September 30, 1996 compared to $108,539,000 in the nine months
ended September 30, 1997, an increase of $11,218,000 or 11.5%, and as a
percentage of net revenues, EBITDA would have decreased from 36.9% in the nine
months ended September 30, 1996 to 33.7% in the nine months ended September 30,
1997.

As explained in BROADCAST CASH FLOW, had the revised license fee been in
effect in the nine months ended September 30, 1996, the license fee would have
increased by $9,371,000 and EBITDA would have been $87,950,000 in the nine
months ended September 30, 1996. On a year to year basis, EBITDA would have
increased by $20,589,000 or 23.4%, from $87,950,000 in the nine months ended
September 30, 1996 to $108,539,000 in the nine months ended September 30, 1997,
and as a percentage of net revenues, EBITDA would have increased from 33.3% in
the nine months ended September 30, 1996 to 33.7% in the nine months ended
September 30, 1997.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO THE YEAR ENDED DECEMBER 31, 1995

The following table sets forth selected data from the operating results of
the Company for the years ended December 31, 1995 and 1996 on an historical
basis and pro forma basis (unaudited) (in thousands):

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------- ----------------------
% INCREASE/
1995 1996 % INCREASE 1995 1996 (DECREASE)
--------- --------- ------------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net revenues.......................... $ 173,108 $ 244,858 41.4% $ 321,339 $ 370,289 15.2%
Direct operating expenses............. 30,774 58,443 89.9% 110,402 122,510 11.0%
Selling, general and administrative
expenses............................ 64,973 79,818 22.8% 99,369 107,664 8.3%
Depreciation and amortization......... 33,506 39,516 17.9% 53,965 55,049 2.0%
--------- --------- --- ----------- --------- -----
Operating income...................... $ 43,855 $ 67,081 53.0% $ 57,603 $ 85,066 47.7%
--------- --------- --- ----------- --------- -----
--------- --------- --- ----------- --------- -----
Other Data:
Broadcast cash flow................. $ 83,413 $ 114,495 37.3% $ 121,268 $ 149,711 23.5%
Corporate charges................... 6,052 7,898 30.5% 9,700 9,596 (1.1)%
--------- --------- --- ----------- --------- -----
EBITDA................................ $ 77,361 $ 106,597 37.8% $ 111,568 $ 140,115 25.6%
--------- --------- --- ----------- --------- -----
--------- --------- --- ----------- --------- -----
</TABLE>

25
<PAGE>
REVENUES. Net revenues increased to $244,858,000 in 1996 from $173,108,000
in 1995, an increase of $71,750,000 or 41.4%. The acquisition of the Network
accounted for $51,067,000 or 71.2% of the increase, and the O&Os accounted for
$20,683,000 or 28.8%. Had the Network been owned since January 1, 1995, net
revenues would have increased to $370,289,000 in 1996 from $321,339,000 in 1995,
an increase of $48,950,000 or 15.2%. The increase is due to higher net revenues
of the O&Os of $20,683,000 and of the Network of $28,267,000. The O&Os'
increase, which is predominantly driven by increased prices for advertising
spots, is primarily from Los Angeles, Miami, Houston and Chicago, with increases
at all other O&Os except for New York. The Network's increase is due primarily
to rate increases and increased volume on previously lower demand dayparts as
compared to 1995.

A major initiative has been implemented to improve the performance of the
New York station. The increased awareness among advertisers about the New York
Hispanic community and the advertisers' ability to reach that audience through
the New York station are expected to have a positive effect on the performance
of the station.

EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $197,000 and $170,000 for the years ended December 31, 1996 and 1995,
respectively, increased to $58,443,000 in 1996 from $30,774,000 in 1995, an
increase of $27,669,000 or 89.9%. The acquisition of the Network accounted for
$25,043,000 or 90.5% of the increase, and the O&Os accounted for $2,626,000 or
9.5%. Had the Network been owned since January 1, 1995, direct operating
expenses, before the reduction of corporate charges, would have increased to
$122,510,000 in 1996 from $110,402,000 in 1995, an increase of $12,108,000 or
11.0%. The increase is primarily due to higher license fees paid or payable to
Televisa and Venevision under the Program License Agreements and the Agreement
Concerning Production and Acquisition of Programs, which was terminated as part
of the Reorganization, of $6,281,000, based on higher Combined Net Time Sales,
and increases in technical, programming and news costs. As a percentage of net
revenues, direct operating expenses would have decreased to 33.1% in 1996 from
34.4% in 1995.

Selling, general and administrative expenses, before the reduction of
corporate charges of $9,399,000 and $9,530,000 for the years ended December 31,
1996 and 1995, respectively, increased to $79,818,000 in 1996 from $64,973,000
in 1995, an increase of $14,845,000 or 22.8%. The acquisition of the Network
accounted for $11,870,000 or 80.0% of the increase and the O&Os accounted for
$2,975,000 or 20.0%. Had the Network been owned since January 1, 1995, selling,
general and administrative expenses, before the reduction of corporate charges,
would have increased to $107,664,000 in 1996 from $99,369,000 in 1995, an
increase of $8,295,000 or 8.3%. The increase is primarily a result of increased
selling and research costs of $12,320,000 associated with increased sales and
staff levels, offset in part by the net favorable impact of certain legal
matters. As a percentage of net revenues, selling, general and administrative
expenses would have decreased to 29.1% in 1996 from 30.9% in 1995.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$39,516,000 in 1996 from $33,506,000 in 1995, an increase of $6,010,000 or
17.9%. The acquisition of the Network accounted for $2,088,000 or 34.7% of the
increase, and the O&Os accounted for $3,922,000 or 65.3%. Had the Network been
owned since January 1, 1995, depreciation and amortization would have increased
to $55,049,000 in 1996 from $53,965,000 in 1995, an increase of $1,084,000 or
2.0%. The increase is due primarily to depreciation related to increased capital
expenditures, offset in part by a decrease in goodwill amortization.

OPERATING INCOME. As a result of the above factors, operating income
increased to $67,081,000 in 1996 from $43,855,000 in 1995, an increase of
$23,226,000 or 53.0%. The acquisition of the Network accounted for $12,066,000
or 52.0% of the increase, and the O&Os accounted for $11,160,000 or 48.0%. Had
the Network been owned since January 1, 1995, operating income would have
increased to $85,066,000 in 1996 from $57,603,000 in 1995, an increase of
$27,463,000 or 47.7%. As a percentage of net revenues, operating income would
have increased to 23.0% in 1996 from 17.9% in 1995.

26
<PAGE>
INTEREST EXPENSE. Interest expense increased to $41,691,000 in 1996 from
$40,222,000 in 1995, an increase of $1,469,000 or 3.7%. On a pro forma basis,
interest expense increased to $39,548,000 in 1996 from $37,055,000 in 1995, an
increase of $2,493,000 or 6.7%. The increase is due primarily to higher
borrowings during 1996 as compared to 1995.

MINORITY INTEREST. In 1996, the Company reported minority interest income
of $1,851,000, associated with the net income of a consolidated subsidiary, as
compared to a minority interest loss of $7,346,000 in 1995. Minority interest of
$1,851,000 in 1996 consists of the minority interest in the net income of
subsidiary of $1,869,000 and the preferred stock dividends attributable to
minority stockholders of $18,000. On a pro forma basis, minority interest is
eliminated from the operating results of the Company.

INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS. As a result of the above factors,
income before extraordinary items increased to $18,593,000 in 1996 from a loss
of $9,388,000 in 1995, an improvement of $27,981,000. On a pro forma basis,
income before extraordinary items increased to $36,331,000 in 1996 from
$10,410,000 in 1995, an increase of $25,921,000 or 249.0%. As a percentage of
net revenues, income before extraordinary items increased to 9.8% in 1996 from
3.2% in 1995.

EXTRAORDINARY LOSS. During the twelve months ended December 31, 1996, UTG
purchased and/or defeased at a premium $92,050,000 face amount of its 11 3/4%
Senior Subordinated Notes, resulting in a total extraordinary loss of
$13,713,000, including the write-off of the related financing costs of
$9,601,000. The related income tax benefits associated with these extraordinary
losses were $5,485,000, resulting in an extraordinary loss, net of tax, of
$8,228,000 for the year ended 1996. On a pro forma basis, the Senior
Subordinated Notes are assumed to be defeased at the beginning of each year for
1996 and 1995, thereby generating extraordinary losses, net of tax, of
$11,186,000 in 1996 and $16,345,000 in 1995. These pro forma extraordinary
losses are greater than the actual 1996 extraordinary loss of $8,228,000, since
the deferred financing costs' unamortized balances were higher at the beginning
of 1996 and 1995 than they were when the Senior Subordinated Notes were actually
purchased and/or defeased during 1996.

NET INCOME (LOSS). As a result of the above factors, net income increased
to $10,365,000 in 1996 from a net loss of $10,189,000 in 1995, an improvement of
$20,554,000. On a pro forma basis, net income increased to $25,145,000 in 1996
from a loss of $5,935,000 in 1995, an improvement of $31,080,000. As a
percentage of net revenues, net income increased to 6.8% in 1996 from a net loss
of 1.8% in 1995.

BROADCAST CASH FLOW. Broadcast cash flow increased to $114,495,000 in 1996
from $83,413,000 in 1995, an increase of $31,082,000 or 37.3%. The acquisition
of the Network accounted for $14,754,000 or 47.5% of the increase, and the O&Os
accounted for $16,328,000 or 52.5%. Had the Network been owned since January 1,
1995, broadcast cash flow would have increased to $149,711,000 in 1996 from
$121,268,000 in 1995, an increase of $28,443,000 or 23.5%. As a percentage of
net revenues, broadcast cash flow would have increased to 40.4% in 1996 from
37.7% in 1995.

CORPORATE CHARGES. Corporate charges increased to $7,898,000 in 1996 from
$6,052,000 in 1995, an increase of $1,846,000 or 30.5%. The acquisition of the
Network accounted for $600,000 or 32.5% of the increase and the O&Os accounted
for $1,246,000 or 67.5%. Had the Network been owned since January 1, 1995,
corporate charges would have decreased to $9,596,000 in 1996 from $9,700,000 in
1995, a decrease of $104,000 or 1.1%. As a percentage of net revenues, corporate
charges would have decreased to 2.6% in 1996 from 3.0% in 1995.

EBITDA. EBITDA increased to $106,597,000 in 1996 from $77,361,000 in 1995,
an increase of $29,236,000 or 37.8%. The acquisition of the Network accounted
for $14,154,000 or 48.4% of the increase, and the O&Os accounted for $15,082,000
or 51.6%. Had the Network been owned since January 1, 1995, EBITDA would have
increased to $140,115,000 in 1996 from $111,568,000 in 1995, an increase of
$28,547,000 or 25.6%. As a percentage of net revenues, EBITDA would have
increased to 37.8% in 1996 from 34.7% in 1995.

27
<PAGE>
YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE YEAR ENDED DECEMBER 31, 1994

The following discussion relates only to the historical Company results for
the years presented and does not present pro forma results which include the
Network that was acquired on October 2, 1996.

REVENUES. Net revenues increased to $173,108,000 in 1995 from $139,007,000
in 1994, an increase of $34,101,000 or 24.5%. Of this increase, $16,124,000 or
47.3% is attributable to the acquisition of the Chicago and Houston stations,
which were acquired in the third quarter of 1994. This 47.3% increase is
attributable to higher local and national spot net revenues of $14,162,000 and
the stations' share of Network net revenues of $8,651,000, partially offset by
the Network's share of higher local and national net revenues of $6,689,000 from
Chicago and Houston.

The remaining nine O&Os reflected higher local and national spot net
revenues of $15,801,000, led principally by Los Angeles and Miami, and an
increase in the O&Os' allocated share of Network net revenues of $7,934,000.
These increases were partially offset by the Network's share of higher local and
national net revenues of $6,573,000 from the nine stations. Since net revenues
in 1994 included allocated Network compensation for the World Cup of $5,200,000,
the year-to-year comparable increase in the O&Os' share of Network net revenue
was $21,785,000. Excluding the increase in net revenues attributable to the
Chicago and Houston station acquisitions in late 1994, the increase in net
revenues would have been $17,977,000 or 13.3% for 1995.

The increase in gross advertising revenues during 1995 resulted from a
combination of increased prices for advertising spots of approximately 25%,
offset in part by the sale of approximately 10% fewer spots.

EXPENSES. Direct operating expenses, before the reduction of corporate
charges of $170,000 and $150,000 for the years ended December 31, 1995 and 1994,
respectively, increased to $30,774,000 in 1995 from $24,201,000 in 1994, an
increase of $6,573,000 or 27.2%. Of this increase, $3,877,000 or 59.0% is
attributable to the acquisition of the Chicago and Houston stations in 1994, and
the remaining increase is due to news coverage and technical costs. As a
percentage of net revenues, direct operating expenses increased to 17.8% in 1995
from 17.4% in 1994.

Selling, general and administrative expenses, before the reduction of
corporate charges of $5,882,000 and $3,541,000 for the years ended December 31,
1995 and 1994, respectively, increased to $64,973,000 in 1995 from $49,223,000
in 1994, an increase of $15,750,000 or 32.0%. Of this increase, $7,760,000 or
49.3% is attributable to the acquisition of the Chicago and Houston stations in
1994. The remaining increase is primarily a result of increased selling and
research costs of $3,700,000 associated with increased sales and staff levels,
increased management bonuses of $1,800,000, and increased legal costs of
$3,000,000 (primarily resulting from the settlement of a lawsuit), partially
offset by severance associated with operational changes of $2,100,000. As a
percentage of net revenues, selling, general and administrative expenses
increased to 37.5% in 1995 from 35.4% in 1994.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$33,506,000 in 1995 from $31,719,000 in 1994, an increase of $1,787,000 or 5.6%.
The increase is due primarily to goodwill amortization and depreciation
associated with the station acquisitions.

OPERATING INCOME. As a result of the factors described above, operating
income increased to $43,855,000 in 1995 from $33,864,000 in 1994, an increase of
$9,991,000 or 29.5%. As a percentage of net revenues, operating income increased
to 25.3% in 1995 from 24.4% in 1994.

INTEREST EXPENSE. Interest expense increased to $40,222,000 in 1995 from
$37,246,000 in 1994, an increase of $2,976,000 or 8.0%. The increase is
primarily a result of higher Sponsor Loan balances and higher interest rates
which were partially offset by lower borrowing balances on the Old Bank
Facility.

28
<PAGE>
NONRECURRING EXPENSE OF ACQUIRED STATION. This expense represents a
provision for certain expenses associated with the acquisition of an Affiliated
Station in 1994 which arose subsequent to the 1992 acquisitions.

MINORITY INTEREST. Minority interest changed by $8,548,000 from a
$1,202,000 minority interest in net loss of consolidated subsidiary in 1994 to a
$7,346,000 minority interest in net income of consolidated subsidiary in 1995.
Minority interest of $1,202,000 in 1994 consists of the minority interest in the
net loss of subsidiary of $1,917,000 offset by preferred stock dividends
attributable to minority stockholders of $715,000. Minority interest of
$7,346,000 in 1995 consists of the minority interest in the net income of
subsidiary of $1,562,000 and the preferred stock dividends of $8,908,000
attributable to minority stockholders.

LOSS BEFORE EXTRAORDINARY ITEMS. As a result of the above factors, loss
before extraordinary items increased to $9,388,000 in 1995 from $7,739,000 in
1994, an increase of $1,649,000 or 21.3%. As a percentage of net revenues, loss
before extraordinary items decreased to 5.4% in 1995 from 5.6% in 1994.

EXTRAORDINARY LOSS. For the year 1995, during the quarters ended September
30 and December 31, UTG purchased, at a premium, $4,050,000 and $3,500,000 face
amount, respectively, of its Senior Subordinated Notes. The purchases resulted
in extraordinary losses of $433,000 and $368,000, respectively, including the
write-off of the related deferred financing costs. For the year 1994, during the
quarters ended June 30 and December 31, UTG purchased at a premium $37,200,000
and $3,200,000 face amount, respectively, of its Senior Subordinated Notes. The
purchases resulted in extraordinary losses of $4,081,000 and $240,000,
respectively, including the write-off of the related deferred financing costs.

NET LOSS. As a result of the above factors, the Company generated a net
loss of $10,189,000 in 1995 as compared to a net loss of $12,060,000 in 1994, an
improvement of $1,871,000 or 15.5%. As a percentage of net revenues, the net
loss decreased to 5.9% in 1995 from 8.7% in 1994.

BROADCAST CASH FLOW. Broadcast cash flow increased to $83,413,000 in 1995
from $69,274,000 in 1994, an increase of $14,139,000 or 20.4%. As a percentage
of net revenues, broadcast cash flow decreased to 48.2% in 1995 from 49.8% in
1994.

CORPORATE CHARGES. Corporate charges increased to $6,052,000 in 1995 from
$3,691,000 in 1994, an increase of $2,361,000 or 64.0%. This increase is
primarily attributable to additions of personnel in sales and marketing of
$1,000,000, a fully staffed legal department of $375,000, corporate staff
salaries of $200,000 and higher management bonuses of $750,000. As a percentage
of net revenues, corporate charges increased to 3.5% in 1995 from 2.7% in 1994.

EBITDA. EBITDA increased to $77,361,000 in 1995 from $65,583,000 in 1994,
an increase of $11,778,000 or 18.0%. As a percentage of net revenues, EBITDA
decreased to 44.7% in 1995 from 47.2% in 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary source of cash flow is its broadcasting operations.
Funds for debt service, capital expenditures and operations historically have
been provided by income from operations and by borrowings.

Capital expenditures, which include UTG, the Network and Galavision, totaled
$14,472,000 and $21,711,000 for the nine months ended September 30, 1996 and
1997, respectively. These amounts exclude the capitalized transponder lease
obligations of the Network. In addition to performing normal capital maintenance
and replacing several towers and antennas, the Company is also in the process of
upgrading and relocating several of its television station facilities.
Furthermore, during the next few years, the Company will also make an investment
in digital technology. The amount of this investment has not been quantified as
the Company is in the process of determining the options available to it.
Capital spending in

29
<PAGE>
1997, including a carryover from 1996 of approximately $10,000,000 due to timing
of certain projects, will approximate $35,000,000. Capital spending in 1998 is
expected to approximate $40,000,000, of which approximately $20,000,000 relates
to new facilities required for the Sacramento, Bakersfield and Phoenix stations
and several transmitter and tower replacements. Capital spending in 1999 is
expected to approximate $20,000,000.

The Bank Facility consists of a $400 million amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003 and a $200 million
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date.

The Bank Facility permits the lenders thereunder to advance up to an
additional $250 million of term loans (the "Incremental Facility"), although the
Company has not requested and there are no commitments at this time to lend any
such additional amounts.

The Term Facility amortizes quarterly with $50 million required to be repaid
during 1998. The Revolving Credit Facility has quarterly scheduled reductions in
availability beginning in 1999. If any loans are made available under the
Incremental Facility, such loans will be amortized beginning on March 31, 1999
and are required to be repaid in full on or before August 31, 2004.

Loans made under the Bank Facility bear interest rates, which include
interest rate margin costs, determined by reference to the ratio of the
Company's total indebtedness to EBITDA for the four fiscal quarters most
recently concluded (the "Leverage Ratio"). The interest rate margins applicable
to the Eurodollar (LIBOR) loans range from 0.35% to 1.00% per annum.
Furthermore, there are no interest rate margins applicable to prime rate loans.
At September 30, 1997, the interest rate applicable to the Company's Eurodollar
loans was 6.32%, which includes an interest rate margin cost of 0.60% and the
interest rate applicable to all prime rate loans was 8.50%.

On October 16, 1997, the Company acquired KUZZ-TV, Channel 45, in
Bakersfield, CA for approximately $14,000,000, which was funded with cash flow
from operations and the Company's existing bank facility. Immediately after the
acquisition, the FCC authorized a change in the call letters of the station to
KUVI.

The Company expects to explore both Spanish-language television and other
media acquisition opportunities to compliment and capitalize on the Company's
existing business and management. The purchase price for such acquisitions may
be paid (i) with cash derived from operating cash flow, proceeds available under
the Bank Facility or proceeds from future debt or equity offerings or (ii) with
equity or debt securities of the Company or (iii) with any combination thereof.

As a result of net operating loss carryforwards attributable to the
Acquisition, net operating losses since the Acquisition, tax consequences of the
Reorganization, other timing differences and 1997 year to date book taxable
income, the Company has available a deferred tax asset of approximately
$67,700,000 to offset future taxes payable arising from operations. In addition,
at September 30, 1997, the Company had approximately $543,000,000 of net
remaining intangible assets that will be expensed over the next 20 years for
financial reporting purposes that will not be deductible for tax purposes.

The Company finalized the fees payable to a Televisa subsidiary for the
Spanish-language broadcast rights in the U.S. to all 64 of the 1998 World Cup
Soccer Championship Games. The terms call for a fixed payment of $25,000,000 in
four equal installments during May, June, August and September 1998. In addition
to these payments and consistent with past coverage of the World Cup Games, the
Company will be responsible for all costs associated with advertising,
promotion, and broadcast of the World Cup Games, as well as the production of
certain television programming related to the games. The funds for these
payments are expected to come from income from operations and/or borrowings from
the Bank Facility.

The Company has recently agreed in principle with Televisa to co-produce a
maximum of 800 hours of non-NOVELA programming airing during the 12 months
commencing October 1, 1998 at a cost of approximately $20 million which cost is
to be borne equally by the two entities. On October 31, 1997, the Company

30
<PAGE>
entered into a non-binding letter of intent with Home Shopping Network, Inc., to
form a joint venture to create and operate a live Spanish-language television
shopping network intended for distribution in the United States, Latin America,
Portugal and Spain. The terms of a definitive agreement are being negotiated,
and the United States business is expected to begin operations at the end of the
first quarter of 1998. No assurance can be given that either venture will be
entered into, or if entered into, that either venture, the programs or the
network will be successful.

The Company expects to incur internal staff costs as well as consulting and
other expenses related to the Year 2000 issues. The Company cannot currently
estimate the amount of these costs, which could be material to its results of
operations and financial position. If not resolved, this issue could have a
significant adverse impact on the Company's operations.

SEASONALITY

The advertising revenues of the Company vary over the calendar year.
Historically, approximately 30% of total advertising revenues have been
generated in the fourth quarter and 20% in the first quarter, with the remainder
approximately equally split between the second and third quarters. Because of
the relatively fixed nature of the costs of the Company's business, seasonal
variations in operating income are more pronounced than those of revenues.

31
<PAGE>
BUSINESS

Univision is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an
approximate 82% share of the U.S. Spanish-language network television audience
in 1997. The Company's Network, which is the most watched television network
(English- or Spanish-language) among Hispanic Households, provides the Univision
Affiliates with 24 hours per day of Spanish-language programming with a prime
time schedule of substantially all first run programming (I.E., no reruns)
throughout the year. As a leading, vertically-integrated television broadcaster,
Univision owned and operated 13 full-power (12 of which are affiliated with the
Univision Network) and eight low-power UHF stations as of December 31, 1997
representing approximately 80% of its Network broadcast distribution. These
full-power O&Os are located in 12 of the top 15 DMAs in terms of numbers of
Hispanic Households--Los Angeles, New York, Miami, San Francisco, Chicago,
Houston, San Antonio, Dallas, Fresno, Phoenix, Sacramento and Albuquerque. As of
December 31, 1997, the Company had Affiliation Agreements with an additional 10
full-power and 17 low-power Affiliated Stations and approximately 830 Cable
Affiliates. Each of the Company's full-power O&Os and Affiliated Stations ranks
first in Spanish-language television viewership in its DMA. The Company also
owns Galavision, a Spanish-language cable network that had approximately 2.5
million Hispanic subscribers, representing approximately 55% of all Hispanic
Households that subscribed to cable television in 1997.

The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Televisa Program License Agreement
provides the Company with long-term access to first-rate programming produced by
Televisa. Televisa-produced NOVELAS are popular throughout the world and are
among the Company's highest rated programs. Univision also produces a variety of
programs specifically tailored to meet the tastes, preferences and information
needs of the Hispanic audience, including national and local news and the highly
successful programs SABADO GIGANTE, CRISTINA and PRIMER IMPACTO. The Company's
newest program, a three-hour morning show, DESPIERTA AMERICA--"Wake Up
America"-- broadcasts news, talk and current events nationally, Monday through
Friday from 7:00 to 10:00 a.m. The Company has also televised World Cup Soccer
since 1978, including the widely watched 1994 World Cup, and in 1996 began
televising the Sunday "Game of the Week" for Major League Soccer. In early 1997,
the Company reached an agreement to broadcast all 64 games of the next World
Cup, to be played in France in the summer of 1998. On October 31, 1997, the
Company entered into a non-binding letter of intent with Home Shopping Network,
Inc. to form a joint venture to create and operate a live Spanish-language
television shopping business intended for distribution in the United States,
Latin America, Portugal and Spain. The terms of a definitive agreement are being
negotiated, and the United States business is expected to begin operations at
the end of the first quarter of 1998. See "Certain Transactions--New Programming
Agreement."

In 1992, Perenchio, Televisa and Venevision formed the Company and UNHP,
which acquired UTG and the Network, respectively, in the Acquisition. Mr.
Perenchio has over 25 years of experience in the U.S. media and communications
industry and has been the chief executive officer or owner of a number of
successful entities, including Chartwell Artists, Tandem Productions, Inc.,
Embassy Communications and Loews Theaters. Mr. Perenchio also owned and operated
Spanish-language television stations in Los Angeles and New York from 1975 to
1986. Televisa, which is the world's largest producer of Spanish-language
television programs, is the leading media and entertainment company in Mexico
with an approximate 75% share of Mexico's viewing audience. Venevision is
Venezuela's leading television network with an approximate 57% share of its
viewing audience.

32
<PAGE>
November 1992 to November 1997 the Company increased its audience share of
Spanish-language network television viewing from 57% to 83% and increased its
share of the 20 most widely watched programs among Hispanic Households from 30%
to 100%.

The Company acquired full-power stations in two important markets, Chicago
and Houston, in 1994 and one important market in 1997, Sacramento, and has used
its management expertise, programming and brand identity to substantially
improve the Company's performance in Chicago and Houston. The Company has also
purchased a station in Bakersfield, California but does not intend to convert it
to a Univision Affiliate in the near term. In addition, the Company has
purchased a $10.0 million convertible promissory note from Entravision that is
convertible into an approximate 25% equity interest in Entravision. Entravision
owns 10 of the Affiliated Stations, and has an agreement to acquire another. The
11 stations would represent approximately 13% of the Network's distribution. To
complement and capitalize on the Company's existing business and management
strengths, the Company expects to explore both Spanish-language television and
other media acquisition opportunities.

THE HISPANIC AUDIENCE IN THE UNITED STATES

Management believes that Spanish-language television, in general, and the
Company, in particular, have benefited and will continue to benefit from a
number of factors, including projected Hispanic population growth, high
Spanish-language retention among Hispanics, increasing Hispanic buying power and
greater advertiser spending on Spanish-language media.

HISPANIC POPULATION GROWTH AND CONCENTRATION. The Company's audience
consists almost exclusively of Hispanics, one of the most rapidly growing
segments of the U.S. population. The 1997 Hispanic population is estimated to be
29.3 million (10.9% of the total U.S. population), an increase of 23.6% from
23.7 million (9.5% of the total U.S. population) in 1990. The overall Hispanic
population is growing at approximately five times the rate of the non-Hispanic
U.S. population and is expected to grow to 32.0 million and 41.5 million (11.6%
and 13.9% of the total U.S. population) in 2000 and 2010, respectively.
Approximately 50% of all Hispanics are located in the seven U.S. cities with the
largest Hispanic populations, and Univision owns a station in each of these
cities.

SPANISH LANGUAGE USE. Approximately 68% of all Hispanics, regardless of
income or educational level, speak Spanish at home. This percentage is expected
to remain relatively constant through 2010. Consequently the number of Hispanics
speaking Spanish in the home is expected to increase significantly in the
foreseeable future. As shown in the chart below, the number of Hispanics who
speak Spanish in the home is expected to grow from 16.2 million in 1990 to 21.9
million in 2000 and 28.5 million in 2010. The Company believes that the strong
Spanish-language retention among Hispanics indicates that the Spanish-

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<PAGE>
language media has been and will continue to be an important source of news,
sports and entertainment for Hispanics.

SPANISH LANGUAGE USE

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
HISPANIC POPULATION IN
MILLIONS

<S> <C> <C>
Population Speak Spanish at Home
1980 15.6 10.6
1985 19.3 13.2
1990 23.7 16.2
1995 27.5 18.8
2000 31.0 21.9
2005 36.6 25.1
2010 41.5 28.5
</TABLE>

GREATER HISPANIC BUYING POWER. The Hispanic population represents estimated
total consumer expenditures of $356 billion in 1997 (6.5% of the total U.S.
consumer expenditures), an increase of 67.1% since 1990. Hispanics are expected
to account for $458 billion (7.1% of the U.S. total consumer expenditures) by
2000, and $965 billion (8.8% of the U.S. total consumer expenditures) by 2010,
far outpacing the expected growth in total U.S. consumer expenditures.

In addition to the anticipated growth of the Hispanic population, the
Hispanic audience has several other characteristics that the Company believes
make it attractive to advertisers. The Company believes the larger size
(averaging 3.4 persons per household compared to the general public's average of
2.5 persons per household) and younger age of Hispanic Households leads
Hispanics to spend more per household on many categories of goods. The average
Hispanic Household spends 20.6% more per year on food at home, 42% more on
children's clothing, 20.2% more on footwear, 11.3% more on phone services, and
27.8% more on laundry and household cleaning products than the average
non-Hispanic household. Hispanics are expected to continue to account for a
disproportionate share of growth in spending nationwide in many important
consumer categories as the Hispanic population and its disposable income
continue to grow. These factors make Hispanics an attractive target audience for
many major U.S. advertisers.

INCREASED SPANISH-LANGUAGE ADVERTISING. According to published sources,
$1.4 billion of total advertising expenditures were directed towards
Spanish-language media in 1997, representing an annual compound growth rate of
18% since 1993. Of these amounts, approximately 55% of the $1.4 billion in
advertising expenditures in 1997 targeting Hispanics was directed towards
Spanish-language television advertising. The Company believes that major
advertisers have found that Spanish-language television advertising is a more
cost-effective means to target the growing Hispanic audience than
English-language broadcast media. See "--Advertising."

HISPANIC AUDIENCE RESEARCH

Univision, like all television stations and networks, derives its revenues
primarily from selling advertising time. See "--Advertising." The relative
advertising rates charged by competing stations within a DMA depend primarily on
four factors: (i) the station's ratings (households and/or people viewing its
programs as a percentage of total television households and/or people in the
viewing area); (ii) audience share (households and/or people viewing its
programs as a percentage of households and/or people actually watching
television at a specific time); (iii) the time of day the advertising will run;
and (iv) the demographic qualities of a program's viewers (primarily age and
gender).

34
<PAGE>
Prior to November 1992, there were no Hispanic audience television rating
services comparable to those measuring television viewership in the general U.S.
population. Beginning in 1992, Nielsen, pursuant to a contract with the Company,
began delivering Nielsen ratings measuring Hispanic viewership both at the
Network and local DMA levels. Because these Nielsen ratings provide advertisers
with a more accurate and reliable measure of Hispanic audience television
viewership, they have been important in allowing the Company to demonstrate to
advertisers its ability to reach the Hispanic audience. The Company believes
that continued use of accurate, reliable ratings will allow it to further
increase its advertising rates and narrow the gap which has historically existed
between its audience share and its share of advertising revenues. In addition,
the Company has made significant investments in experienced sales managers and
account executives and has provided its sales professionals with
state-of-the-art research tools to continue to attract major advertisers.

The various rating services purchased from Nielsen are described below:

NIELSEN HISPANIC TELEVISION INDEX (NHTI). The NHTI service, which began in
November 1992, measures national network viewing in Hispanic Households. NHTI is
the Network's primary sales tool since it demonstrates Univision's significant
success in attracting Hispanic viewership against both English-and
Spanish-language competition. NHTI is stratified by language usage so that
Spanish-dominant, bilingual, and English-dominant Hispanic Households are
represented in the sample in the same proportion that exists among Hispanic
Households generally.

NIELSEN HISPANIC STATION INDEX (NHSI). The NHSI service is similar to the
NHTI, except that NHSI measures Hispanic Household viewing at the local market
level. Like NHTI, each NHSI sample also reflects the varying levels of language
usage by Hispanics in each DMA in order to more accurately reflect the Hispanic
Household population in the relevant DMA. The NHSI service was implemented
beginning with Los Angeles in November 1992 and was phased in at the Company's
other full-power O&Os by November 1994.

NHSI and NHTI only measure the audience viewing of Hispanic Households, that
is, households where the head of the household is of Hispanic descent or origin.
Although the NHSI and NHTI reflect improvements over previous measurement
indices, the Company believes they still under-report the number of viewers
watching Univision programs because the Company has viewers who do not live in
Hispanic Households.

NIELSEN STATION INDEX (NSI). The NSI service measures local station viewing
of all households in a specific DMA. The Company buys NSI in all of the DMAs in
which its full-power O&Os are located in order to effectively position its
viewing against both English- and Spanish-language competitors. While Hispanic
Households are present in proportion to their percentage of total households
within a DMA in NSI, this rating service is not language stratified and
generally under-represents Spanish-speaking households. As a result, the Company
believes that NSI typically under-reports viewing of Spanish-language
television. Despite this limitation, NSI demonstrates that many full-power
Broadcast Affiliates achieve total market ratings that are fully comparable with
their English-language counterparts, with two of the full-power O&Os ranking as
the top station in their respective DMAs. See "--The O&Os."

35
<PAGE>
RATINGS

Since the beginning of the NHTI service in November 1992, Univision has
consistently ranked first in prime time among all Hispanic adults. In addition,
Univision has successfully increased its audience ratings compared to both
Telemundo and the English-language broadcast networks. Spanish-language
television prime time is from 7 p.m. to 11 p.m., Eastern and Pacific Standard
Times, Sunday through Saturday. English-language television prime time is from 8
p.m. to 11 p.m., Eastern and Pacific Standard Times, Monday through Saturday and
7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday. The following
table shows that Univision prime time audience ratings, Sunday through Saturday,
among Hispanic adults aged 18 to 49, the age segment most targeted by
advertisers, have increased compared to the other networks:

NHTI PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49

<TABLE>
<CAPTION>
JANUARY 1997
THROUGH
NETWORK 1993 1994 1995 1996 NOVEMBER 1997
- --------------------------------------------- --------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Univision.................................... 6.6 8.6 9.6 9.0 10.2
ABC.......................................... 3.8 3.3 3.1 2.7 2.3
CBS.......................................... 2.9 2.2 1.8 1.7 1.5
FOX.......................................... 4.0 3.6 3.4 3.2 2.9
NBC.......................................... 3.3 2.7 2.9 3.2 2.5
Telemundo.................................... 4.1 3.1 2.6 2.1 1.6
Univision share.............................. 26.7% 36.6% 41.0% 41.1% 48.6%
</TABLE>

A further indication of Univision's growing strength against Telemundo and
its English-language competitors is its improved performance among bilingual
Hispanics. As the table below indicates, since 1993 the Network advanced from
fifth place to first place in prime time audience ratings, Sunday through
Saturday, among bilingual Hispanic adults aged 18 to 49:

NHTI PRIME TIME RATINGS AMONG BILINGUAL HISPANIC ADULTS AGED 18 TO 49

<TABLE>
<CAPTION>
JANUARY 1997
THROUGH
NETWORK 1993 1994 1995 1996 NOVEMBER 1997
- --------------------------------------------- --------- --------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C>
Univision.................................... 3.7 6.4 7.5 6.7 6.7
ABC.......................................... 5.0 4.6 3.7 3.1 2.4
CBS.......................................... 4.0 2.9 2.1 1.9 1.6
FOX.......................................... 5.0 4.4 3.8 3.7 3.5
NBC.......................................... 4.9 3.6 3.2 4.0 2.7
Telemundo.................................... 2.6 1.9 1.3 1.1 1.0
Univision share.............................. 14.7% 26.9% 34.7% 32.7% 37.4%
</TABLE>

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<PAGE>
In addition, as shown in the following table, the Company has increased its
share of the 20 most widely watched programs among all Hispanic Households from
30% in November 1992 to 100% in November 1997:

THE 20 MOST WIDELY WATCHED PROGRAMS
AMONG HISPANIC HOUSEHOLDS BY NETWORK

<TABLE>
<CAPTION>
PROGRAM NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER NOVEMBER
RANK 1992 1993 1994 1995 1996 1997
- ----------------- ------------ ------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1 ABC FOX UVN(a) UVN UVN UVN
2 UVN UVN UVN UVN UVN UVN
3 FOX FOX UVN UVN UVN UVN
4 UVN UVN UVN UVN UVN UVN
5 FOX FOX UVN UVN UVN UVN
6 FOX UVN UVN UVN UVN UVN
7 FOX UVN UVN UVN UVN UVN
8 ABC FOX UVN UVN UVN UVN
9 FOX FOX UVN UVN UVN UVN
10 UVN FOX UVN UVN UVN UVN
11 ABC FOX FOX UVN UVN UVN
12 FOX UVN FOX UVN UVN UVN
13 UVN NBC UVN UVN UVN UVN
14 UVN FOX UVN UVN UVN UVN
15 UVN NBC UVN NBC UVN UVN
16 NBC FOX UVN UVN UVN UVN
17 FOX FOX UVN UVN UVN UVN
18 ABC ABC FOX UVN ABC UVN
19 TEL(b) FOX FOX UVN UVN UVN
20 FOX FOX FOX FOX FOX UVN
- ----------------- ------------ ------------ ------------- ------------ ------------ ------------
Univision share 30% 25% 75% 90% 90% 100%
</TABLE>

- ------------------------

Source: NHTI

(a) Univision

(b) Telemundo

THE NETWORK

The Network is the leading Spanish-language television network in the U.S.
From its operations center in Miami, the Network provides the Univision
Affiliates via satellite with 24 hours of Spanish-language programming per
broadcast day with a prime time schedule of substantially all first-run
programming (I.E., no re-runs) throughout the year. The operations center also
provides extensive production facilities for the Network's news and
entertainment programming.

The Network produces and acquires programs, makes those programs available
to the Univision Affiliates, sells network advertising and represents the
Broadcast Affiliates in the sale of national spot advertising. Each Broadcast
Affiliate has a right of first refusal in its DMA to use the Network's
programming. The full-power Broadcast Affiliates together reach approximately
5.7 million, or approximately 74%, of Hispanic Households. The low-power
Broadcast Affiliates (including translators) together reach approximately
586,000, or approximately 8%, of Hispanic Households. The Cable Affiliates reach
approximately 855,000, or approximately 11%, of Hispanic Households. Through the
Company's ownership of the O&Os, it controls approximately 80% of the Network's
broadcast distribution.

37
<PAGE>
AFFILIATION AGREEMENTS. Each Univision Affiliate has the right to preempt
(I.E., to decline to broadcast at all or at the time scheduled by the Network),
without prior Network permission, any and all Network programming that it deems
unsatisfactory, unsuitable or contrary to the public interest or to substitute
programming it believes is of greater local interest, provided that the Network
must consent to any rescheduling of preempted programming. If a Univision
Affiliate preempts a Network program and no suitable substitute broadcast time
is mutually agreed upon, the Network is permitted to offer the program to any
other television station or cable service in the DMA served by such Univision
Affiliate.

Each Affiliation Agreement grants the Univision Affiliate the right of first
refusal to the Network's entire program schedule. The Affiliation Agreements
generally provide that 50% of all advertising time be retained by the Network
for Network advertising and the other 50% of the time be allocated to the
Univision Affiliate for local and national spot advertising. However, this
allocation may be modified at the Company's discretion.

The Affiliated Stations retain 100% of all local advertising revenues, and
the Network retains 100% of Network advertising revenues. The Network acts as
the representative of the Univision Affiliates for national spot sales and
receives a commission of 15% of net revenues after agency commission in return
for such services from its Affiliated Stations.

The Network from time to time may enter into Affiliation Agreements with
additional stations in new DMAs based upon its perception of the market for
Spanish-language television and the Hispanic market in the station's DMA.

CABLE AFFILIATES. The Network has historically used Cable Affiliates to
reach communities which could not support a Broadcast Affiliate because of the
relatively small number of Hispanic Households. Cable Affiliation Agreements may
cover an individual system operator or a multiple system operator. Cable
Affiliation Agreements are for the most part non-exclusive, thereby giving the
Network the right to license all forms of distribution in cable markets. Cable
Affiliates generally receive the Network's programming for a fee based on the
number of subscribers. The Network retains 100% of the allocation of Network
advertising revenues attributable to Cable Affiliates and provides certain Cable
Affiliates with two minutes of local advertising time per hour. Cable Affiliates
retain 100% of local and national advertising revenues. However, the Company
represents certain cable affiliates in national spot sales for varying fees. See
"--Federal Regulation and New Technologies."

38
<PAGE>
UNIVISION AFFILIATE COVERAGE AND RANK. The table below sets forth certain
information with respect to the Univision Affiliates' coverage and rank.

UNIVISION AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS

<TABLE>
<CAPTION>
HISPANIC HOUSEHOLDS NATIONWIDE
COVERED(B) HISPANIC HOUSEHOLDS SPANISH-LANGUAGE
DMA(A) STATION (IN THOUSANDS) COVERED(B) TELEVISION RANK(C)
- -------------------------------------------- ----------- --------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
FULL-POWER O&OS
Los Angeles (1)........................... KMEX 1,351 17.5% 1
New York (2).............................. WXTV 1,023 13.2 1
Miami (3)................................. WLTV 451 5.8 1
San Francisco (4)......................... KDTV 301 3.9 1
Chicago (5)............................... WGBO 293 3.8 1
San Antonio (6)........................... KWEX 283 3.7 1
Houston (7)............................... KXLN 278 3.4 1
Dallas/Ft. Worth (9)...................... KUVN 188 2.4 1
Albuquerque (10).......................... KLUZ 181 2.3 1
Phoenix (11).............................. KTVW 169 2.2 1
Fresno (14)............................... KFTV 160 2.1 1
Sacramento (15)........................... KUVS 154 2.0 1
----- ---
Total full-power O&Os................... 4,832 62.3

FULL-POWER AFFILIATED STATIONS
McAllen/Brownsville (8)(e)................ KNVO 190 2.5 1
El Paso (13)(e)........................... KINT 162 2.1 1
Denver (16)(e)............................ KCEC 122 1.6 1
Corpus Christi (19)(d).................... KORO 93 1.2 1
Boston (20)............................... WUNI 89 1.2 1
Salinas/Monterey (25)(e).................. KSMS 51 0.7 1
Las Vegas (27)(e)......................... KINC 49 0.6 1
Laredo (29)(e)............................ KLDO 45 0.6 1
Sta Barbara-Sta Maria-San Luis Obispo
(32).................................... KTAS 17 0.2 1
Yuma/El Centro (33)(e).................... KVYE 39 0.5 1
----- ---
Total full-power Affiliated Stations.... 857 11.2
CABLE AFFILIATES(f)......................... 855 11.0
LOW-POWER BROADCAST AFFILIATES(g)........... 586 7.6
----- ---
TOTAL UNIVISION AFFILIATES.................. 7,130 92.1%
----- ---
----- ---
</TABLE>

- ------------------------

(a) Numbers in parentheses represent Hispanic DMA rank by number of Hispanic
Households.

(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1998.

(d) Entravision has an agreement to acquire.

(e) Owned by Entravision.

(f) Source: Company estimate derived from Nielsen Cable On-Line Data Exchange,
January 1998.

(g) Source: Company estimate derived from Nielsen Media Research, Black and
Hispanic DMA Market and Demographic Rank, January 1998.

GALAVISION NETWORK

Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 8.6 million subscribers, of
whom 2.5 million are Hispanic. According to Nielsen, Galavision reaches over 55%
of all Hispanic Households that subscribe to cable. The Company programs

39
<PAGE>
Galavision so that Galavision and the Network generally do not run the same type
of show simultaneously. For example, while the Network is running a NOVELA,
Galavision may run sports or news. As a result of this counter-programming, many
Spanish-language television viewers have a choice of two Univision networks at
any one time. Additionally, Univision cross-promotes the Galavision service five
times daily.

Galavision is the only Spanish-language cable service subscribing to
Nielsen. Nielsen uses a subset of the NHTI sample to produce the Nielsen
Hispanic Home Video Index, which reports viewing of Galavision in Hispanic
Households with cable. The Company believes that its use of Nielsen to measure
Galavision's ratings assists the Company in obtaining advertisers for the cable
network and in selecting programs that meet its audience's taste. Twenty-four of
the top 25 Univision advertisers advertise on Galavision.

PROGRAMMING

The Company directs its programming toward its young, family-oriented
audience. It begins daily with DESPIERTA AMERICA and talk and information shows,
Monday through Friday, followed by NOVELAS. In the late afternoon and early
evening, the Network offers a talk show, a news-magazine and national news, in
addition to local news provided by the O&Os. Weekend daytime programming begins
with children's programming, followed by sports, variety, teen lifestyle shows
and movies. During prime time, Univision airs NOVELAS, variety shows, a talk
show, comedies, news magazines, lifestyle shows, as well as specials and movies.
Prime time is followed by late news and a late night talk show. Overnight
programming consists primarily of repeats of programming aired earlier in the
day.

Approximately eight hours of programming per weekday, including a
substantial portion of weekday prime time, are currently programmed with NOVELAS
supplied primarily by Televisa. Although NOVELAS have been compared to daytime
soap operas on ABC, NBC or CBS, the differences are significant. NOVELAS,
originally developed as serialized books, have a beginning, middle and end,
generally run five days per week, and conclude four to eight months after they
begin. NOVELAS also have a much broader audience appeal than soap operas,
delivering audiences that contain large numbers of men, children and teens in
addition to women.

The Hispanic population is primarily young and family-oriented. Univision's
programming has changed dramatically over the past five years in order to
attract and retain this audience. The Company's success in attracting a young
audience is demonstrated by a 23% increase in NHTI ratings among Hispanic adults
aged 18 to 34, Sunday through Saturday 9 a.m. to midnight, from November 1992
through November 1997.

In 1995, Univision began to air the Spanish-language version of SESAME
STREET, co-produced by Televisa in cooperation with Children's Television
Workshop. PLAZA SESAMO now airs two hours per week. The Company's broadcasting
of educational children's programming, including PLAZA SESAMO, meets the FCC
requirement of airing three hours of weekly educational programming.

In the nine months ended September 30, 1997, the Company derived
approximately 38.6% and 8.3% of its gross advertising sales from programs
produced by Televisa and Venevision, respectively, under the Program License
Agreements. Programming supplied by Televisa and Venevision under the Program
License Agreements and programs produced by the Company currently represent in
the aggregate approximately 92% of the Network's non-repeat broadcast hours. The
remainder primarily consists of movies acquired from independent third-party
suppliers. Three of the Company's own productions, SABADO GIGANTE, a variety
show hosted by Mario Kreutzberger, PRIMER IMPACTO, a news magazine program, and
CRISTINA, a talk show hosted by Cristina Saralegui, are among its most
successful programs in terms of advertising revenues generated. Approximately
37.0% and 40.0% of the Company's gross advertising sales in 1996 and the nine
months ended September 30, 1997, respectively, were generated by programs it
produced.

Univision news programming is generally produced either at the Network
facility in Miami or the local stations. The Network produces an early evening
network newscast seven days per week and a late network

40
<PAGE>
newscast, Monday through Friday. All full-power O&Os produce local newscasts
that reflect the communities they serve. A national public affairs program,
TEMAS Y DEBATES, is also produced weekly by the Network in Washington, D.C.

The Company produces a Sunday afternoon sports anthology show and a Sunday
night sports wrap-up show. Live sports programming primarily consists of boxing
and soccer. The 1994 World Cup soccer coverage broadcast by Univision garnered
the Company's highest sports ratings. In 1996 the Company began televising the
Sunday "Game of the Week" for Major League Soccer. In early 1997 the Company
reached an agreement to broadcast all 64 games of the next World Cup to be
played in France in the summer of 1998.

PROGRAM LICENSE AGREEMENTS

Through the Program License Agreements, Univision has the first right until
December 2017 to air in the U.S. all Spanish-language programming produced by or
for Televisa and Venevision (with certain exceptions). The Program License
Agreements provide the Network and Galavision with access to programming to fill
up to 100% of their program schedules. Televisa and Venevision programming
represented approximately 43.0% and 13.0%, respectively, of the Network's
non-repeat broadcast hours in 1997. In the same period the Company derived
approximately 38.6% and 8.3% of its gross advertising sales from programs
produced by Televisa and Venevision, respectively, under the Program License
Agreements.

The Program License Agreements allow the Company long-term access to
Televisa and Venevision programs and the ability to terminate unsuccessful
programs and replace them with other Televisa and Venevision programs without
paying for the episodes that are not broadcast. Accordingly, the Company has
more programs available to it and greater programming flexibility than any of
its competitors. This program availability and flexibility have permitted the
Company to adjust programming to best meet the tastes of its viewers.

Under the Program License Agreements, Univision may license programming from
Televisa and Venevision that, when added to (i) local programs produced by the
O&Os and used on the Network, (ii) any programs produced by Univision and (iii)
any programs purchased by Univision other than from Televisa and Venevision,
will be sufficient (when including an estimated six hours of repeat broadcasting
in the case of the Venevision agreement) to fill a twenty-four hour per day,
seven day per week time schedule for each of the Network and Galavision.

The Company's Televisa and Venevision options are prior to all third
parties' rights to obtain Televisa and Venevision produced programming for
broadcast in the U.S. Generally, Univision also has a right of first refusal to
acquire any program for which Univision did not exercise its option before
Televisa or Venevision can license such program to any third party. Any program
for which Univision elects not to exercise its right of first refusal may be
licensed to third parties for not more than one run over a period of one year
(with one rerun in the case of NOVELAS). Thereafter, such program must be made
available to Univision under the terms described above. To the extent that
Televisa or Venevision uses, or licenses a third party to use, its programming
in the United States in accordance with the terms of the Program License
Agreements, the Company would compete against such entity.

Televisa and Venevision programs available to Univision are defined under
the Program License Agreements as all programs produced by or for each of them
in the Spanish language or with Spanish subtitles other than programs for which
they do not own U.S. broadcast rights or as to which third parties have a right
to a portion of the revenues from U.S. broadcasts ("Co-produced Programs").
Televisa and Venevision have also agreed through their affiliates to use their
best efforts to coordinate with Univision to permit Univision to acquire U.S.
Spanish-language rights to certain Co-produced Programs and to special events
produced by others, sporting events, political conventions, election coverage,
parades, pageants and variety shows.

41
<PAGE>
In consideration of access to the programming of Televisa and Venevision,
the Company pays Televisa and Venevision aggregate royalties based upon Combined
Net Time Sales. The royalties (net of certain cost sharing reimbursements which
ceased upon completion of the Reorganization) were 8.5%, 9.4%, 9.9% and 13.0% of
combined net revenues for the years ended December 31, 1994, 1995 and 1996, and
for the nine months ended September 30, 1997, respectively. Aggregate royalties
to Televisa and Venevision were 13.5% of Combined Net Time Sales in 1997, and
have increased to 15.0% of Combined Net Time Sales for 1998 and all years
thereafter. The program royalty percentage based on net revenues and Combined
Net Time Sales differ because net revenue includes certain revenues that are not
subject to the Program License Agreements. The Network is obligated to pay such
aggregate royalties to Televisa and Venevision each year throughout the term
regardless of the amount of Televisa and Venevision programming used by the
Company.

The Program License Agreements are between affiliates of the Company,
Televisa and Venevision and the performance of their affiliates has been
unconditionally guaranteed by the Company, Televisa and Venevision,
respectively. Pursuant to their respective guarantees, Televisa has agreed to
use commercially reasonable efforts to continue to produce programs available to
the Network at least to the same extent in terms of quality and quantity as in
calendar years 1989, 1990 and 1991 and Venevision has agreed to use commercially
reasonable efforts to produce or acquire programming sufficient to enable its
affiliate to provide at least nine hours per day of programs to the Network to
satisfy such affiliate's obligations under its Program License Agreement.

The Company believes that the Venevision affiliate has not been fulfilling
its programming obligations, and that Venevision has not used commercially
reasonable efforts to enable the affiliate to do so. The full amount of
aggregate royalties have been paid. Venevision continues to believe that
Venevision and its affiliate have complied with their obligations to the
Company.

The Company has attempted to resolve this dispute through negotiations with
Venevision but they have not been successful. Thus, the Company has notified
Venevision of its intention to enforce its rights under the agreements by all
appropriate means including, if necessary, legal action, if Venevision continues
to fail to cause its affiliate to make available the programming the Company
believes the affiliate is obligated to provide. There can be no assurance, if
the Company were to commence such legal action or pursue other legal remedies,
that it would prevail.

In addition, Televisa has agreed with several partners, each of whom has
substantial assets, to develop and operate a direct broadcast satellite ("DBS")
venture, which will have a variety of program services, including program
services supplied by Televisa. Televisa is required to offer the Company the
opportunity to acquire a 50% economic interest in Televisa's interest in the
joint venture to the extent it relates to United States Spanish-language
broadcasting. While the Company believes that the Company will be offered such
an interest, the Company has not received any indication as to what the business
terms relating to such interest would be. Accordingly, the Company is not in a
position to state whether it would accept such an offer. If the venture secures
a significant viewership among Hispanic Households, it could have a material
adverse effect on Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.

Televisa asserts that the terms and conditions of its Program License
Agreement with Univision allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the United States with
Televisa program services which contain programs to which Univision believes it
has an exclusive first option in the United States. Univision disagrees with
Televisa's assertion and has notified Televisa of its intention to enforce its
rights by all appropriate means including, if necessary, legal action, if
Televisa provides such programs to any such DBS venture. There can be no
assurance that Televisa will desist from providing such programming to its or
other DBS ventures, or, if Televisa were not to desist, that Univision would
prevail in court.

42
<PAGE>
THE O&OS

The Company owned and operated 13 full-power O&Os as of December 31, 1997,
12 of which broadcast Network programming, produce local news and other
programming of local importance, cover special events and may acquire programs
from other suppliers. The Company's Bakersfield full-power station is a UPN
affiliate. The Company acquired its Sacramento Affiliated Station in March 1997.
Each of the full-power Network-affiliated O&Os is the leading Spanish-language
television station in its DMA.

A full-power O&O's ability to compete in terms of NSI ratings with the
English-language stations in a particular market is a function of the level of
Spanish-language use in the DMA which is affected in part by Hispanic Household
density. In DMAs where households that speak Spanish at least 50% of the time
exceed 15% of all households in the DMA, the full-power O&Os, in general, have
audience delivery comparable with the leading English-language network
affiliated stations in that DMA. In a DMA where the households that speak
Spanish at least 50% of the time is between 10% and 15% of all households in
that DMA, the full-power O&Os, in general, have audience delivery comparable
with the leading independent stations in the DMA. In a DMA where households that
speak Spanish at least 50% of the time is between 5% and 10% of all households
in that DMA, the full-power O&Os, in general, have audience delivery comparable
with the lower rated independent stations in the DMA. As shown on the following
table, two of the full-power O&Os owned by the Company as of November 30, 1997
rank as the top station in their respective DMAs.

FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS
<TABLE>
<CAPTION>
UNIVISION
SHARE
DMA RANK 1998 HISPANIC 1998 HISPANIC HISPANIC SPANISH- OF SPANISH-
(BY NUMBER OF POPULATION HOUSEHOLDS HOUSEHOLD LANGUAGE LANGUAGE
DMA HISPANICS)(a)(b) (IN THOUSANDS)(b) (IN THOUSANDS)(b) DENSITY(c) USE(d) VIEWING(e)
- ----------------- --------------------- ----------------- ----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Los Angeles...... 1 5,465 1,351 27.0% 20.0% 68%(g)
New York......... 2 3,190 1,023 15.1 11.7 79
Miami............ 3 1,295 451 32.5 28.6 81
San Francisco.... 4 1,072 301 13.1 7.5 73
Chicago.......... 5 1,069 293 9.3 7.4 80
Houston.......... 6 977 278 17.1 11.5 86
San Antonio...... 7 928 283 43.7 23.5 84
Dallas/
Ft. Worth...... 9 669 188 9.9 6.6 88
Fresno........... 11 609 160 32.3 22.5 84
Phoenix.......... 12 586 169 13.1 8.0 94
Sacramento....... 14 541 154 13.7 7.8 100
Albuquerque...... 15 540 181 32.3 15.6 100

ADULTS 18 TO 49
TOTAL AUDIENCE
DMA MARKET RANK(f)
- ----------------- -----------------
<S> <C>
Los Angeles...... 4
New York......... 7
Miami............ 1
San Francisco.... 6
Chicago.......... 7
Houston.......... 7
San Antonio...... 5
Dallas/
Ft. Worth...... 7
Fresno........... 1
Phoenix.......... 6
Sacramento....... N/A
Albuquerque...... 6
</TABLE>

- ------------------------------

(a) The other DMAs ranked among the top fifteen by number of Hispanic persons
are McAllen/Brownsville (8th), San Diego (10th) and El Paso (13th).

(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
Rank, January 1998 estimates. In deriving its figures, Nielsen only counts
persons present in Hispanic Households.

(c) Percentage of total households that are Hispanic Households. Source: Nielsen
Media Research, Black & Hispanic DMA Market and Demographic Rank, January
1998.

(d) Represents the percentage of all households in a DMA where the Spanish
language is spoken at least 50% of the time by adults. Source: Nielsen
Enumeration Study 1996, which sets forth demographic attributes of Hispanic
population.

(e) Source: NHSI, adults 18 to 49, November 1997, Sunday to Saturday, 9 a.m. to
12 midnight.

(f) Source: NSI, adults 18 to 49, November 1997, Sunday to Saturday, 9 a.m. to
12 midnight.

(g) The Los Angeles market has three full-power Spanish-language television
stations.

43
<PAGE>
The following table shows the total audience share and the percentage of
total market revenues garnered by each of the O&Os owned by the Company as of
December 31, 1997. As reflected in the table, none of the O&Os currently
receives its proportionate share of advertising revenues commensurate with its
audience share. The Company believes that the continued utilization of reliable
rating services and the addition of salespeople with English-language television
and advertising expertise will further enable the Company to demonstrate to
advertisers its ability to reach the Hispanic audience, thereby allowing the
Company to narrow the gap between its share of advertising revenues and its
audience share.

O&OS' SHARE OF TOTAL MARKET REVENUES AND AUDIENCE

<TABLE>
<CAPTION>
O&O SHARE OF
SUN-SAT/7 A.M.-
TOTAL TELEVISION O&O SHARE 1 A.M.
MARKET REVENUE(A) OF TOTAL TOTAL
DMA (IN THOUSANDS) MARKET REVENUE AUDIENCE(B)
- ---------------------------------------------------------- ----------------- ----------------------- -----------------
<S> <C> <C> <C>
Los Angeles............................................... $ 1,469,800 7% 12%
New York.................................................. 1,412,700 2 6
Chicago................................................... 883,800 2 6
San Francisco............................................. 612,600 2 6
Dallas.................................................... 469,300 2 7
Miami..................................................... 429,300 12 17
Houston................................................... 428,100 5 11
Phoenix................................................... 306,400 3 9
Sacramento................................................ 205,300 2 N/A
San Antonio............................................... 144,300 7 10
Albuquerque............................................... 89,500 3 5
Fresno.................................................... 70,600 8 26
</TABLE>

- ------------------------------

(a) BIA's Investing in Television in 1997.

(b) Source: NSI, adults 18 to 49, February, May, November 1997 average in market
share of commercial broadcast stations.

Set forth below is information, including ratings and performance
information based on most recently available data, for the Company's top six
O&Os.

LOS ANGELES. The Los Angeles DMA has the largest Hispanic population in the
U.S., estimated by Nielsen to be 5.5 million people as of the beginning of 1998,
and is the second largest U.S. television market overall. Between 1980 and 1990,
the Hispanic population of Los Angeles grew approximately seven times faster
than its non-Hispanic population. According to the U.S. Census Bureau, 78% of
Hispanics in Los Angeles are of Mexican origin. The Hispanic population in Los
Angeles represents 37% of that DMA's total population and 21% of the total U.S.
Hispanic population.

The Los Angeles DMA has three Spanish-language, full-power UHF television
stations. In November 1997, the Company's Los Angeles O&O, Univision-KMEX,
posted a 68% share of the viewers tuned to Spanish-language television from 9
a.m. to midnight Sunday through Saturday, while Telemundo-KVEA posted a 19%
share and KWHY (which only broadcasts in Spanish from 3 p.m. to 11 p.m. and is
provided certain programming from Televisa) posted a 13% share. Compared to all
general market television stations in the November 1997 NSI Report, KMEX was
second in adults aged 18 to 34 ratings, ranked fourth in adults aged 18 to 49
ratings and was seventh in households in the Los Angeles DMA Sunday through
Saturday 9 a.m. to midnight. A total of 16 commercial television stations
currently operate in the Los Angeles DMA. Some of these stations simulcast their
news programs and certain entertainment programs in both English and Spanish. In
addition, Nielsen estimates that cable penetration among Hispanic Households in
the Los Angeles DMA is 45%.

NEW YORK. The New York DMA has the second largest Hispanic population in
the U.S., estimated by Nielsen to be 3.2 million people at the beginning of
1998, and is the largest U.S. television market overall.

44
<PAGE>
The New York Hispanic community tends to be more fragmented into groups from
many different Latin American countries, including Puerto Rico, Cuba, the
Dominican Republic and Mexico, who have settled in different neighborhoods in
the DMA. This fragmentation distinguishes the New York market from Los Angeles
and Miami where the Hispanic population is predominantly Mexican and Cuban,
respectively. The Hispanic population in New York represents 18% of that DMA's
total population and 12% of the total U.S Hispanic population.

In November 1997, Univision-WXTV was the leading Spanish-language station
with a 79% share of the audience watching Spanish-language television (9 a.m. to
midnight, Sunday through Saturday). While Univision-WXTV broadcasts full time in
Spanish, Telemundo-WNJU broadcasts only 15 hours per day in Spanish Monday
through Friday, and less on the weekend. The remainder of time on Telemundo-WNJU
is used for paid programming and programs in a variety of other languages.
Compared to general market television stations in the November 1997 NSI Report,
WXTV ranked seventh in the New York market in adults aged 18 to 49, Sunday
through Saturday, 9 a.m. to midnight.

A total of 14 commercial television stations service the New York DMA.
According to Nielsen, cable penetration among Hispanic Households in the New
York DMA is approximately 58%.

MIAMI. The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.3 million people as of the beginning of 1998, and
is the sixteenth largest U.S. television market overall. According to the Census
Bureau, 56% of Hispanics in Miami are of Cuban origin. The Hispanic population
in Miami represents 37% of that DMA's total population and 5% of the total U.S.
Hispanic population.

In November 1997, the Company's Miami O&O, Univision-WLTV, had an 81% share
of the audience watching Spanish-language television from 9 a.m. to midnight,
Sunday through Saturday. Compared to all general market television stations in
the November 1997 NSI Report, WLTV was in first place in adults aged 18 to 49
and adults aged 18 to 34 ratings, while placing second in households in the
Miami market Sunday through Saturday, 9 a.m. to midnight. WLTV is fully
competitive with all English-language stations in the Miami DMA in all major
dayparts.

A total of 14 commercial television stations service the Miami DMA. In
addition to Univision-WLTV and Telemundo-WSCV, three other television stations
show some Spanish-language programming. According to Nielsen, cable penetration
among Hispanic Households in Miami is approximately 64%.

SAN FRANCISCO. The San Francisco DMA has the fourth largest Hispanic
population in the U.S. estimated by Nielsen to be 1.1 million people as of the
beginning of 1998; and is the fifth largest television market overall. According
to the U.S. Census Bureau, 68% of the Hispanics in San Francisco are of Mexican
origin. The Hispanic population of San Francisco represents 18% of the DMA's
total population and 4% of the total U.S. Hispanic population.

In November 1997 the Company's San Francisco O&O, Univision-KDTV, had a 73%
share of the audience watching Spanish-language television from 9 a.m. to
midnight Sunday through Saturday. KDTV has one Spanish-language competitor,
Telemundo-KSTS. Compared to all general market television stations in the San
Francisco DMA in the November 1997 NSI report KDTV ranked 5th among adults aged
18-34 and 6th in adults aged 18-49. KDTV is fully competitive with certain
English-language stations in delivering young adult demographics in the San
Francisco DMA. A total of 16 commercial television stations service the San
Francisco DMA. According to Nielsen the cable penetration among Hispanic
Households in San Francisco is approximately 65%.

CHICAGO. The Chicago DMA has the fifth-largest Hispanic population in the
U.S., estimated by Nielsen to be 1.1 million people at the beginning of 1998,
and is the third largest U.S. television market overall. The Hispanic population
in Chicago represents 13% of that DMA's population and 4% of the total U.S.
Hispanic population.

45
<PAGE>
In 1994, the Company acquired an English-language independent television
station, WGBO, which it converted to a Spanish-language format on January 1,
1995. In November 1997, Univision-WGBO posted a 80% share of the audience
watching Spanish-language television 9 a.m. to midnight, Sunday through
Saturday. WGBO has one Spanish-language competitor, Telemundo-WSNS. Compared to
all general market television stations in the Chicago DMA in the November 1997
NSI report, WGBO ranked seventh. WGBO is fully competitive with certain
English-language stations in the delivery of young demographics in the Chicago
DMA, particularly adults aged 18 to 34. A total of 13 television stations
service the Chicago DMA. According to Nielsen, cable penetration among Hispanic
Households in Chicago is approximately 47%.

HOUSTON. Houston has the sixth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.0 million people, and is the eleventh largest U.S.
television market overall. The Hispanic population in Houston represents 22% of
that DMA's total population and 4% of the total U.S. Hispanic population.

In 1994, the Company acquired its Affiliated Station, KXLN, in Houston. In
November 1997, Univision-KXLN posted an 86% share of the audience watching
Spanish-language television 9 a.m. to midnight, Sunday through Saturday. KXLN
has one Spanish-language competitor, the Telemundo affiliate KTMD. In November
1997, KXLN was ranked fifth in the delivery of adults aged 18 to 34 and seventh
in adults aged 18 to 49, Sunday through Saturday, 9 a.m. to midnight.

A total of 14 commercial television stations service the Houston DMA.
According to Nielsen, cable penetration among Hispanic Households in Houston is
approximately 39%.

The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.

Univision's eight low-power O&Os are located in Philadelphia, Hartford,
Austin, Bakersfield, Tucson, Santa Rosa, Albuquerque and Fort Worth. A low-power
station is a low-power broadcast facility that may originate programming and
commercial matter but that often transmits programming received from elsewhere
(including via satellite). The low-power O&Os, in the aggregate, accounted for
less than 1% of the Company's net revenues in 1997 and contribute 2.9% of the
Network broadcast distribution.

ADVERTISING. The Company's top 10 advertisers for the first nine months of
1997 were Anheuser Busch, AT&T, Colgate-Palmolive, Ford, Kraft Foods Inc., MCI
Communications, McDonald's, Miller Brewing Co., Procter & Gamble and Sears most
of which have substantially increased advertising commitments to the Company
since the Acquisition. Since 1994, no single advertiser has accounted for more
than 10% of the Company's gross advertising revenues. Approximately 98.5% of
Univision's gross revenues for each of 1995, 1996 and the first nine months of
1997 consisted of Network, national spot and local advertising revenues.

NETWORK ADVERTISING. Network advertising revenues represented 50.6% and
48.5% of the Company's gross revenues in 1996 and the nine months ended
September 30, 1997, respectively. The Company attracts advertising expenditures
from diverse industries, with advertising for food and beverages, personal care
products, automobiles, other household goods and telephone services representing
the majority of Network advertising.

46
<PAGE>
SPOT ADVERTISING. National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 15.6% and 18.2% of the Company's gross revenues
for 1996 and the nine months ended September 30, 1997, respectively. National
spot advertising primarily comes from new advertisers wishing to test a market
and advertisers who are regional retailers and manufacturers without national
distribution. To a lesser degree, national spot advertising comes from
advertisers who have the need to enhance network advertising in a given market.
National spot advertising is the means by which most new national and regional
advertisers begin marketing to Hispanics.

LOCAL ADVERTISING. Local advertising revenues are generated by both local
merchants and service providers and regional and national businesses and
advertising agencies located in a particular DMA. Local advertising revenues
represented 32.3% and 31.8% of the Company's gross revenues for 1996 and the
nine months ended September 30, 1997, respectively.

MARKETING

The Company increased by 68% the number of its marketing professionals from
146 at December 31, 1994 to 245 at September 30, 1997, including approximately
45 employees hired in connection with the acquisition of the Chicago,
Sacramento, Houston O&Os and Galavision. The Company's account executives are
divided into three groups: Network sales; national spot sales; and local sales.
The account executives responsible for Network sales target and negotiate with
accounts that advertise nationally. The national spot sales force represents
Broadcast Affiliates for all sales placed from outside their respective DMAs.
The local sales force represents an O&O for all sales placed from within its
DMA.

In addition, the Company's sales department utilizes research, including
both ratings and demographic information analyzed by the Company's research
department, to negotiate sales contracts as well as target major national
advertisers that are not purchasing advertising time or who are under-purchasing
advertising time on Spanish-language television.

The Company maintains Network and national sales offices in Atlanta,
Chicago, Dallas, Detroit, Irvine (California), Los Angeles, Miami, New York, San
Antonio and San Francisco.

COMPETITION

The broadcasting and cable business is highly competitive. Competition for
advertising revenues is based on the size of the market that the particular
medium can reach, the cost of such advertising and the effectiveness of such
medium. The Company believes that it is competitive in the size of market it
reaches and the cost and effectiveness of advertising time it sells.

The Company competes for viewers and revenues with other Spanish-language
and English-language television stations and networks, including the four
principal English-language television networks, ABC, CBS, NBC and Fox, and in
certain cities, UPN and WB. Certain of these English-language networks and
others have begun producing Spanish-language programming and simulcasting
certain programming in English and Spanish. Several cable broadcasters have
recently commenced or announced their intention to commence, Spanish-language
services as well. The Company also competes for viewers and revenues with
independent television stations, other video media, suppliers of cable
television programs, direct broadcast systems (including two which were started
in 1996 for broadcast outside the United States and in which Televisa and
Venevision have substantial interests), newspapers, magazines, radio and other
forms of entertainment and advertising. The Univision Affiliates located near
the Mexican border also compete for viewers with television stations operated in
Mexico, many of which are affiliated with a Televisa network and owned by
Televisa.

47
<PAGE>
television network in the United States. Consequently, the Company could compete
directly with Televisa and Venevision, two of its Principal Stockholders, in
other media and languages. Televisa currently publishes and distributes
Spanish-language publications and sells Spanish-language recorded music in the
United States. See "Certain Transactions--Participation Agreement."

Telemundo is the Company's largest competitor that broadcasts
Spanish-language television programming. As of September 30, 1997, Telemundo
served 60 markets in the United States as well as the Puerto Rican market, and
reached approximately 85% of all Hispanic Households. In most of the Company's
DMAs, the Univision Affiliate competes directly with a station owned by or
affiliated with Telemundo. In November 1997, a venture formed by affiliates of
Apollo Management L.P., Bastion Capital Fund, and their strategic partners, the
Sony Pictures Entertainment unit of Sony Corp. and Liberty Media Group, reported
that it had entered into a definitive agreement to acquire Telemundo. The
Company cannot predict the effect of such acquisition on Telemundo's competitive
position vis-a-vis the Company.

Televisa has agreed with several partners, each of whom has substantial
assets, to develop and operate a DBS venture, which will have a variety of
program services, including program services supplied by Televisa. Televisa is
required to offer the Company the opportunity to acquire a 50% economic interest
in Televisa's interest in the joint venture to the extent it relates to United
States Spanish-language broadcasting. While the Company believes that the
Company will be offered such an interest, the Company has not received any
indication as to what the business terms relating to such interest would be.
Accordingly, the Company is not in a position to state whether it would accept
such an offer. If the venture secures a significant viewership among Hispanic
Households, it could have a material adverse effect on Univision's financial
condition and results of operations, even if Univision decides to acquire this
50% economic interest. For a description of a dispute in this regard, see "Risk
Factors--Potential Competition with Other Broadcasters Using Televisa
Programming" and "Risk Factors--Substantial Competition."

The rules and policies of the FCC also encourage increased competition among
different electronic communications media. As a result of rapidly developing
technology, the Company may experience increased competition from other free or
pay systems by which information and entertainment are delivered to consumers,
such as direct broadcast satellite and video dial tone services. See "Risk
Factors-- Impact of New Technologies; Potential Cost of Spectrum."

MATERIAL PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS

In the course of its business, the Company uses various trademarks, trade
names and service marks, including its logos in its advertising and promotions.
The Company believes the strength of its trademarks, trade names and service
marks are important to its business and intends to continue to protect and
promote its marks as appropriate. The Company does not hold or depend upon any
material patent, government license, franchise or concession, except the
licenses granted by the FCC to the O&Os.

EMPLOYEES

As of December 31, 1997, the Company employed approximately 1,500 full-time
employees. At December 31, 1997, approximately 14% of the Company's employees,
located at Chicago, Los Angeles, San Francisco and New York were represented by
unions.

The collective bargaining agreements covering the union employees of the
Chicago, Los Angeles, and New York O&Os expire beginning in 1999. Negotiations
for the San Francisco and New York O&O collective bargaining agreements have not
yet been concluded.

Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.

48
<PAGE>
FEDERAL REGULATION AND NEW TECHNOLOGIES

The ownership, operation and sale of TV stations, including those licensed
to subsidiaries of the Company, are subject to the jurisdiction of the FCC under
authority granted it pursuant to the Communications Act of 1934, as amended (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a TV station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a TV station's FCC license; the
approval of changes in the ownership or control of a TV station's licensee; the
regulation of equipment used by TV stations; and the adoption and implementation
of regulations and policies concerning the ownership, operation and employment
practices of TV stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a TV station for violations of
the FCC's rules and regulations.

PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the needs of a
station's community of license. However, broadcast station licensees continue to
be required to present programming that is responsive to local community
problems, needs and interests and to maintain certain records demonstrating such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates license renewal applications of
a licensee, although such complaints may be filed at any time and generally may
be considered by the FCC at any time. Stations also must follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertisement of
contests and lotteries, programming directed to children, obscene and indecent
broadcasts and technical operations, including limits on radio frequency
radiation. In addition, most broadcast licensees, including the Company's
licensees, must develop and implement affirmative action programs designed to
promote equal employment opportunities and must submit reports to the FCC with
respect to these matters on an annual basis and in connection with a license
renewal application.

LICENSE RENEWAL. Under new FCC rules adopted in January 1997 to implement
the Telecom Act, television station licenses generally will be issued for an
initial period of eight years, subject to renewal upon application therefor. The
FCC will ordinarily renew broadcast licenses for the maximum eight-year term
(subject to short-term renewals in certain circumstances, such as those
involving serious violations of FCC rules by the licensee). The changes apply to
all license renewals granted after the date the new rules were adopted
(regardless of when the renewal application was filed), as well as retroactively
to licenses for which the renewal application was filed on or after October 1,
1995 if the renewal was granted prior to the date the new rules were adopted.

With respect to broadcast renewal applications filed after May 1, 1995, the
FCC adopted new rules on April 12, 1996 to implement certain statutory changes
effected by the Telecom Act. Under these new rules, no person may submit a
competing application for the frequency licensed to the renewal applicant unless
and until the FCC has determined that the incumbent is not qualified to continue
to hold the license. However, during a certain period while the renewal
application is still pending, petitions to deny the renewal application may be
filed with the FCC. In recent years, representatives of various community groups
and others often have filed petitions to deny renewal applications of broadcast
stations. The FCC will grant the renewal application and dismiss the petitions
to deny if it determines that the licensee meets statutory renewal standards
based on a review of the preceding license term.

49
<PAGE>
Set forth below are the license expiration dates of each O&O:

O&O LICENSE EXPIRATION DATES

<TABLE>
<CAPTION>
DMA STATION LICENSE EXPIRATION DATE
- ---------------------------------------------------------- ----------------- ---------------
<S> <C> <C>
Albuquerque............................................... KLUZ 10/01/98
Albuquerque............................................... K48AM(a) 10/01/98
Austin.................................................... K30CE(a) 10/01/98
Bakersfield............................................... KUVI 12/01/98
Bakersfield............................................... KABE-LP(a) 4/01/98
Chicago................................................... WGBO 12/01/05
Dallas/Fort Worth......................................... KUVN 8/01/98
Fort Worth................................................ KUVN-LP(a) 10/01/98
Fresno.................................................... KFTV 12/01/98
Hartford.................................................. W47AD(a) 6/01/98
Houston................................................... KXLN 8/01/98
Los Angeles............................................... KMEX 12/01/98
Miami..................................................... WLTV 2/01/05
New York.................................................. WXTV 6/01/99
Philadelphia.............................................. WXTV-LP(a) 6/01/98(b)
Phoenix................................................... KTVW 10/01/98
Sacramento................................................ KUVS 12/01/98
San Antonio............................................... KWEX 8/01/98
Santa Rosa................................................ KGTZ-LP 12/01/98
San Francisco............................................. KDTV 12/01/98
Tucson.................................................... K40AC(a) 4/18/98(c)
</TABLE>

- ------------------------------

(a) Low-power O&O.

(b) The Philadelphia station (formerly W35AB) is currently operating pursuant to
a special temporary authorization.

In each case, renewal applications must be filed with the FCC at least four
months before the expiration date of the license, and any petitions to deny must
be filed at least one month prior to the expiration date. The FCC usually does
not act on renewal applications until after the expiration date, and in the
interim, the licenses remain in effect. The Company is not aware of any reason
why any license renewal applications timely filed with the FCC would not be
granted.

OWNERSHIP RESTRICTIONS. The Communications Act prohibits the assignment of
a broadcast license or the transfer of control of a broadcast license without
prior FCC approval. The Communications Act also generally prohibits a licensee
from having more than 20% of its capital stock owned or voted by foreign
nationals, foreign governments, or the representatives of either (each a
"Foreign Interest"). A Licensee may not be organized under the laws of a foreign
country. Absent a grant of special authority by the FCC, any company that
directly or indirectly controls a broadcast licensee may not be organized under
the laws of a foreign country, and may not have more than 25% of its capital
stock owned or voted by foreign nationals or foreign governments or by
representatives of foreign nationals or foreign governments. Under the
Communications Act, a broadcast license may not be granted to or held by a
Foreign Interest if the FCC finds that the public interest will be served by the
refusal or revocation of such license. The FCC has interpreted this provision to
require an affirmative public interest finding before a broadcast license may be
granted to or held by any such Foreign Interest. The FCC has rarely made such an
affirmative finding. As presently organized, the Company complies with these
restrictions. In particular, the Company's Restated Certificate of Incorporation
contains provisions that permit the Company to redeem any shares of capital
stock other than Class T and Class V Common Stock owned by Foreign Interests and
to take other actions necessary to ensure its compliance with the foreign
ownership restrictions of the Communications Act and related FCC rules.

50
<PAGE>
The FCC's "multiple ownership" rules generally provide that a license for a
television station will not be granted if the applicant (or a party with an
"attributable interest" in the applicant) owns, or has an "attributable
interest" in, another station of the same type which covers a similar service
area. As directed by the Telecom Act, the FCC is conducting various rulemaking
proceedings to determine whether to change its attribution rules and whether to
retain, modify, or eliminate its limitations on the number of television
stations that a person or entity may own, operate, or control, or have an
"attributable interest" in, within the same television market. Under its duopoly
regulations, the FCC prohibits ownership interests in television stations with
overlapping signals of specified strengths. In November 1996, the FCC proposed
to relax this prohibition to permit, under certain conditions, common ownership
of television stations with greater signal overlap. The FCC is implementing the
proposed standard on an interim, conditional basis pending the outcome of the
rulemaking proceedings. Among the options being considered are proposals to
increase the signal strength permitted before a prohibited overlap occurs, to
permit a single entity to own two UHF television stations in the same television
market, and to permit a single entity to own one UHF and one VHF television
station in the same market. Substantially all Univision Affiliates operate in
the UHF band. Whether, or when, the FCC will adopt such changes in its
regulations is unknown.

The FCC recently conformed its national television station multiple
ownership rules with the Telecom Act. Specifically, a single entity may hold
"attributable interests" in an unlimited number of U.S. television stations
provided that those stations operate in markets containing cumulatively no more
than 35% of the television homes in the U.S. For this purpose, only 50% of the
television households in a market are counted towards the 35% national
restriction if the owned station is a UHF station (as are the O&Os). An FCC
rulemaking is under way to address how to measure audience reach, but further
analysis of the "UHF discount" is being deferred until 1998 as part of the FCC's
biennial review of the broadcast rules mandated by the Telecom Act. None of the
Principal Stockholders presently holds attributable interests in any other U.S.
television stations.

The FCC's rules provide that, with certain exceptions, the power to vote or
control the vote of 5% or more of the outstanding voting stock of a licensee is
the test for determining whether an entity has an "attributable interest" in a
licensee's stations for purposes of the multiple ownership rules. However, the
FCC's rules permit certain passive institutional investors (I.E., qualifying
investment companies, insurance companies or bank trust departments) to vote or
control the vote of up to 10% of the outstanding voting stock of a broadcast
company before they will be deemed to have an "attributable interest." In March
1992, the FCC initiated a proceeding to consider, INTER ALIA proposals (i) to
increase the general "attributable interest" threshold to 10% of the outstanding
voting stock of a broadcast licensee and (ii) to increase the threshold for
certain passive institutional investors to 20%. The FCC has taken no final
action in that proceeding.

The FCC recently conformed its "dual network rule" with the Telecom Act.
Under these new rules, a broadcast licensee may affiliate with an entity that
maintains two or more networks of television broadcast stations UNLESS such
multiple networks are composed of (i) two or more network entities meeting a
specific definition of a network as of February 8, 1996, or (ii) a network
meeting such definition and certain other English-language program distribution
services. The Network does not fall into either category.

The Telecom Act also modified the general prohibitions on network-cable
cross-ownership so as to permit television networks to own cable systems.

NETWORK AFFILIATE ISSUES. Several FCC rules impose restrictions on network
affiliation agreements. Among other things, those rules prohibit a television
station from entering into any affiliation agreements that (i) require the
station to clear time for network programming that the station had previously
scheduled for other use, (ii) preclude the preemption of any network programs
that the station believes are unsuitable for its audience, or (iii) preclude the
station from substituting for network programming a program that it believes is
of greater local or national importance.

In addition, the FCC is currently reviewing several of its rules governing
the relationship between broadcast television networks and their affiliates.
Specifically, the FCC is reviewing four rules including (i) the "right to reject
rule," which provides that affiliation arrangements between a broadcast network
and

51
<PAGE>
a broadcast licensee generally must permit the licensee to reject programming
provided by the network, (ii) the "time option rule," which prohibits
arrangements whereby a network reserves an option to use specified amounts of an
affiliate's broadcast time, (iii) the "exclusive affiliation rule," which
prohibits arrangements that forbid an affiliate from broadcasting the
programming of another network, and (iv) the "network territorial exclusivity
rule," which proscribes arrangements whereby a network affiliate may prevent
other stations in its community from broadcasting programming the affiliate
rejects, and arrangements that inhibit the ability of stations outside of the
affiliate's community to broadcast network programming.

The FCC's so-called "spot sale rule" prohibits a network from representing
its affiliates in the sale of non-network advertising time unless such
affiliates are owned by or under common control with the network. In late 1990,
the FCC granted a permanent waiver to the Company's predecessor permitting non-
owned and operated affiliates of the Network to be represented by the Network in
the spot sales market. In 1992, as part of its approval of the Acquisition, the
FCC granted the Company's request to extend the permanent waiver of the spot
sale rule so as to permit the Network to continue to act as a national sales
representative for each Univision Affiliate.

ADVANCED TELEVISION TECHNOLOGY. At present, U.S. television stations
broadcast signals using the "NTSC" system, named for the National Television
Systems Committee, an industry group established in 1940 to develop the first
U.S. television technical broadcast standards. The FCC in late 1996 approved a
digital television ("DTV") technical standard to be used by television
broadcasters, television set manufacturers, the computer industry and the motion
picture industry. This digital television standard will allow the simultaneous
transmission of multiple streams of digital data on the bandwidth presently used
by a normal analog channel. It will be possible to broadcast one "high
definition" channel ("HDTV") with visual and sound quality superior to
present-day television or several "standard definition" channels ("SDTV") with
digital sound and pictures of a quality slightly better than present television;
to provide interactive data services, including visual or audio transmission, or
multiple channels simultaneously; or to provide some combination of these
possibilities on the multiple channels allowed by DTV. In April 1997, the FCC
announced that it would allocate to every existing television broadcaster one
additional channel to be used for DTV during the transition between present-day
analog television and DTV. Broadcasters will not be required to pay for this new
DTV channel, but will be required to relinquish their present analog channels
when the transition to DTV is complete.

The FCC presently plans for the DTV transition period to end by 2006; at
that time, broadcasters will be required to return their present channels to the
FCC. The FCC has already begun issuing construction permits to build DTV
stations. The FCC has recently issued regulations with respect to DTV
allocations and interference criteria which are not yet final, and other aspects
of the DTV regulatory framework have not yet been established. The FCC is
expected to apply to DTV the rules applicable to analogous services in other
contexts, including those rules that require broadcasters to serve the public
interest and may seek to impose additional programming or other requirements on
DTV service. While broadcasters will not have to pay for the additional DTV
channel itself, the FCC has proposed that fees will be imposed upon broadcasters
if they choose to use the DTV channel to provide paid subscription services to
the public. Neither the Telecom Act nor the recent Supreme Court decision
upholding the "must carry" statute resolves the applicability of the "must
carry" rules to DTV; the FCC is expected to begin proceedings on this issue
soon.

Under certain circumstances, conversion to DTV operations may reduce a
station's geographical coverage area. In addition, the FCC's current
implementation plan would maintain the secondary status of low-power stations in
connection with its allotment of DTV channels. The FCC has acknowledged that DTV
channel allotment may involve displacement of existing low-power stations,
particularly in major television markets. Accordingly, the Company's low-power
Broadcast Affiliates may be materially adversely affected.

In addition, it is not yet clear when and to what extent DTV or other
digital technology will become available through the various media; whether and
how television broadcast stations will be able to avail

52
<PAGE>
themselves of or profit by the transition to DTV; how channel, tower height and
power assignments will be configured so as to allow that transition; the extent
of any potential interference with analog channels; whether viewing audiences
will make choices among services upon the basis of such differences; whether and
how quickly the viewing public will embrace the cost of the new digital
television sets and monitors; to what extent the DTV standard will be compatible
with the digital standards adopted by cable and other multi-channel video
programming services; or whether significant additional expensive equipment will
be required for television stations to provide digital service, including HDTV
and supplemental or ancillary data transmission services. Pursuant to the
Telecom Act, the FCC must conduct a ten-year evaluation regarding public
interest in advanced television, alternative uses for the spectrum and reduction
of the amount of spectrum each licensee utilizes. Many segments of the industry
are also intensely studying these advanced technologies. There can be no
assurances as to the answers to these questions or the nature of future FCC
regulation.

DIRECT BROADCAST SATELLITE SYSTEMS. There are currently in operation
several DBS systems that serve the United States, and it is anticipated that
additional systems will become operational over the next several years.
Furthermore, several Spanish-language DBS systems are underway to serve various
parts of Latin America and some of such systems are expected to have signals
which will spill over into the southern U.S. or in certain cases, cover most or
all of the continental United States. DBS systems provide programming on a
subscription basis to those who have purchased and installed a satellite signal
receiving dish and associated decoder equipment. DBS systems claim to provide
visual picture quality comparable to that found in movie theaters and aural
quality comparable to digital audio compact discs. DBS systems do not, except in
certain instances, provide the signals of traditional over-the-air broadcast
stations, and thus are generally restricted to providing the programming of
premium services such as HBO and other traditionally cable-oriented satellite
programming services. In the future, competition from DBS systems could have a
material adverse effect on the financial condition and results of operations of
the Company.

RECENT DEVELOPMENTS, PROPOSED LEGISLATION AND REGULATION. Congress and the
FCC currently have under consideration, and may in the future adopt, new laws,
regulations and policies regarding a wide variety of matters that could affect,
directly or indirectly, the operation and ownership of the Company's broadcast
properties. In addition to the changes and proposed changes noted above, such
matters include, for example, spectrum use fees, political advertising rates,
potential restrictions on the advertising of certain products (hard liquor, beer
and wine, for example), and the rules and policies to be applied in enforcing
the FCC's equal employment opportunity regulations. Other matters that could
affect the Company's broadcast properties include technological innovations and
developments generally affecting competition in the mass communications
industry.

The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act, or the Telecom Act, or of the regulations
and policies of the FCC thereunder. Proposals for additional or revised
regulations and requirements are pending before and are being considered by
Congress and federal regulatory agencies from time to time. Management is unable
at this time to predict the outcome of any of the pending FCC rulemaking
proceedings referenced above, the outcome of any reconsideration or appellate
proceedings concerning any changes in FCC rules or policies noted above, the
possible outcome of any proposed or pending Congressional legislation, or the
impact of any of those changes on Univision's broadcast operations.

LEGAL PROCEEDINGS

The Company is involved in certain litigation arising in the ordinary course
of business. Management has accrued amounts it believes are reasonable and any
amounts in excess of those accruals, either alone or in the aggregate, would not
be material to the Company. See Note 8 to Notes to Consolidated Financial
Statements.

53
<PAGE>
MANAGEMENT

The directors and executive officers of the Company as of December 31, 1997
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
A. Jerrold Perenchio..................... 67 Chairman of the Board and Chief Executive Officer

Henry Cisneros........................... 50 President, Chief Operating Officer and Class A/P Director

George W. Blank.......................... 46 Executive Vice President and Chief Financial Officer

Robert V. Cahill......................... 66 Vice President and Secretary

Ray Rodriguez............................ 46 President, Chief Operating Officer of the Network and Class A/P
Director

Gustavo Cisneros......................... 52 Class V Director

Lawrence W. Dam.......................... 51 Class T Director

Harold Gaba.............................. 51 Class A/P Director

Alan F. Horn............................. 54 Class A/P Director

John G. Perenchio........................ 42 Class A/P Director

Alejandro Rivera......................... 54 Alternate Class V Director

Emilio Romano............................ 32 Alternate Class T Director
</TABLE>

Mr. A. Jerrold Perenchio has been the Chairman of the Board and Chief
Executive Officer of the Company since the Acquisition in 1992. From the
consummation of the Acquisition through January 27, 1997 he was also the
Company's President. Mr. Perenchio has owned and been active in Chartwell
Partners since it was formed in 1983. Chartwell Partners is an investment firm
that is active in the media and communications industry. Mr. Perenchio has over
25 years of experience in the U.S. media and communications industry. During his
career, Mr. Perenchio has been the chief executive officer of a number of
successful entities involved in the production and syndication of television
programming and from 1975 to 1986 owned and operated Spanish-language television
stations in Los Angeles and New York. A. Jerrold Perenchio is John G.
Perenchio's father.

Mr. Henry Cisneros joined the company on January 27, 1997 and serves as the
President and Chief Operating Officer. From January 1993 through January 1997,
Mr. Cisneros was the Secretary of the U.S. Department of Housing and Urban
Development. As a member of the President's Cabinet, Secretary Cisneros was
assigned America's housing and community development portfolio. Prior to joining
the cabinet, he was Chairman of Cisneros Asset Management Company, a fixed
income money management firm operating nationally. In 1981, Mr. Cisneros became
the first Hispanic mayor of a major U.S. city when he was elected Mayor of San
Antonio, the nation's 10th largest city, where he served four terms until 1989.
Mr. Cisneros has served as President of the National League of Cities, Chairman
of the National Civic League, Deputy Chair of the Federal Reserve Bank of
Dallas, and as a board member of the Rockefeller Foundation. After an
investigation by Independent Counsel, Mr. Cisneros was accused in a federal
indictment in December 1997 of violating certain federal statutes. Mr. Cisneros
is accused of making false statements, obstructing justice, and conspiring to
mislead in connection with his appointment as Secretary of the U.S. Department
of Housing and Urban Development. Mr. Cisneros was arraigned on January 8, 1998
and pled not guilty. Mr. Cisneros has informed the Company that he will defend
himself vigorously. Henry Cisneros is not related to Gustavo Cisneros.

Since the Acquisition in 1992, Mr. Blank has been Executive Vice President
and Chief Financial Officer of UTG and, since 1995, Chief Financial Officer of
the Network. Mr. Blank joined Hallmark Cards Incorporated in March 1987 as a
consultant. In September 1987, he became Vice President, Finance and

54
<PAGE>
Chief Financial Officer of Univision Holdings, Inc., the Company's predecessor
("UHI"). In addition, from May 1992 through the Acquisition, Mr. Blank held the
position of Chief Operating Officer of UTG.

Mr. Cahill has been the Secretary and a Vice President of the Company since
the Acquisition in 1992. Mr. Cahill has been Executive Vice President and
General Counsel of Chartwell Partners, an affiliate of Perenchio, since 1985.
While at Chartwell Partners, he has also been the Vice President of various
other corporations and partnerships affiliated with Perenchio that, among other
things, engage in businesses in the media and communications industry. Mr.
Cahill has been an associate of Mr. Perenchio for 25 years.

Mr. Rodriguez has been President and Chief Operating Officer of the Network
since December 1992. In August 1990 Mr. Rodriguez joined the Network's
predecessor as Vice President and Director of Talent Relations. In September
1991, he became Senior Vice President and Operating Manager of the Network. In
May 1992, Mr. Rodriguez became President and Chief Executive Officer of UHI.
Prior to joining UHI, he owned and operated a management consulting and
production company that produced Spanish language television programs. From 1983
to 1989, he was Julio Iglesias' manager and Chief Executive Officer of that
performer's organization.

Mr. Gaba has been President and CEO of ACT III Communications, Inc., a
multi-media communications company with interests in theatrical exhibition,
television and motion picture production, and broadcasting since August 1990.
Since November 1992, he has also served as CEO and a director of ACT III
Theatres, ACT III Broadcasting, and of certain other affiliates of ACT III
Communications. From 1988 to 1995, Mr. Gaba was a partner of Hark Television
Corporation, a broadcast management company.

Mr. Horn has been Chairman and Chief Executive Officer of Castle Rock
Entertainment since January 1994. Mr. Horn has also been a member of the
Executive Committee and the Planning Committee of Turner Broadcasting Systems,
Inc. since January 1994. From 1987 until January 1994, Mr. Horn was the Chairman
of the Management Committee of Castle Rock Entertainment. From 1985 to 1987, Mr.
Horn was the President and Chief Operating Officer of Twentieth Century Fox Film
Corporation. Prior to such time, he was an executive of Embassy Communications
and its predecessor, TAT Communications Company, and Tandem Productions. From
1982 to 1985 he served as Chief Executive Officer and Chairman of the Board of
Directors of Embassy.

Mr. John G. Perenchio has been an executive at Chartwell Partners and Vice
President of Malibu Bay Company (a real estate development and management
company) since 1990. In August, Mr. Perenchio also became President of Ultimatum
Music, LLC (a record and music publishing company). From 1985 to 1990 he was a
Business Affairs executive and subsequently a Director of Contemporary Music at
Triad Artists, Inc. John G. Perenchio is the son of A. Jerrold Perenchio.

For more than five years, Mr. Gustavo Cisneros has been a direct or indirect
beneficial owner of interests in and a director of certain of the companies that
own or are engaged in a number of diverse commercial enterprises, principally in
Venezuela, the United States, Brazil, Chile and Mexico (the "Cisneros Group"),
including Venevision. Mr. Cisneros is Chairman of the Board of Directors of
Pueblo Xtra International, Inc., a member of the Board of Directors of Evenflo &
Spalding Holdings Corporation and a member of the Board of Directors of RSL
Communications, Ltd. Gustavo Cisneros is not related to Henry Cisneros.

Mr. Dam has been President and Chief Operating Officer of Televisa
International, LLC and its predecessor, Univisa, Inc., both wholly-owned
subsidiaries of Televisa, since 1993. From 1987 to 1993 he was Vice President
and General Counsel of Univisa, Inc. From 1963 to 1988, Univisa, Inc. and its
predecessors owned and operated the Univision Network.

Mr. Rivera has served in executive positions with companies in the Cisneros
Group since 1976, including Venevision. Mr. Rivera is a member of the Board of
Directors of Pueblo Xtra International, Inc.

Mr. Romano joined Televisa in June 1995. Until April 1997 he was responsible
for mergers and acquisitions and new project development. In April 1997, Mr.
Romano was appointed Vice President of

55
<PAGE>
International Affiliates for Televisa. From January 1993 until March 1995, Mr.
Romano served as General Director of Revenue Policy and International Fiscal
Affairs, and then as Federal Fiscal Attorney, in the Mexican Ministry of
Finance. Mr. Romano headed the representative office of the Mexican Ministry of
Finance in Washington, D.C. from May 1991 until December 1992.

CERTAIN TRANSACTIONS

While the following is a description of the material terms of certain
agreements among the Principal Stockholders, the descriptions set forth below do
not purport to be a complete summary of all such agreements.

PROGRAM LICENSE AGREEMENTS

For a discussion of programming provisions of the Program License
Agreements, see "Business-- Program License Agreements." Additionally, pursuant
to the Program License Agreements, Televisa and Venevision have the right to
use, without charge, advertising time that is not sold to advertisers or used by
the Company. There are limitations on the ability of Televisa and Venevision to
use such time for telemarketing products and such time may be preempted to the
extent sold to a paying advertiser. Televisa and Venevision may each also
purchase for its own use non-preemptable time at the lowest spot rate for the
applicable time period.

INTERNATIONAL PROGRAM RIGHTS AGREEMENT

The Company has also granted Televisa and Venevision certain rights to
exploit various programming produced by the Company or its subsidiaries on a
royalty-free basis. These rights cover all countries outside of the U.S. for
programs produced prior to the Initial Offering, or that replace such programs
("Grandfathered Programs") and cover Mexico and Venezuela for all other
programs. For Grandfathered Programs, the rights described above will revert
back to the Company from Televisa or Venevision when the applicable Program
License Agreement terminates. For other programs, Televisa's or Venevision's
rights revert back to the Company when the entity owns less than 30% of the
securities that it owned on the date of the Initial Offering.

PARTICIPATION AGREEMENT

Pursuant to a Participation Agreement (the "Participation Agreement"),
Perenchio, Televisa and Venevision have also agreed that none of them will enter
into certain transactions involving Spanish-language television broadcasting or
a Spanish-language television network without first offering the Company the
opportunity to acquire a 50% economic interest. The Participation Agreement
provides that if the Company elects to participate in any of these transactions,
the offeror party will have substantial control over management of such
transaction.

WARRANTS

In connection with the Acquisition, Televisa and Venevision were issued
Warrants to purchase Common Stock, which if exercised would have increased the
ownership of each of them in the Company to 25%. The Warrants are not
exercisable unless it is lawful for the holder to own the number of shares
issuable as a result of such exercise and such exercise would not violate the
Communications Act. Subject to applicable securities laws, the Warrants are
freely transferable. The Warrants are exercisable for Class T Common Stock and
Class V Common Stock, as the case may be. However, at the option of Televisa or
Venevision, or if the Warrants are not held by Televisa or Venevision or their
permitted transferees, the Warrants are exercisable for Class A Common Stock. As
part of the Reorganization, the Warrants were adjusted so that after the Initial
Offering they were exercisable for Common Stock at an exercise price of $0.064
per share. If fully exercised and all options were exercised and the Series A
Preferred were converted, Televisa and Venevision would each own 20.0% of the
Common Stock of the Company.

56
<PAGE>
REGISTRATION RIGHTS AGREEMENT

All existing stockholders as of the Initial Offering are entitled to certain
rights with respect to the registration of their shares under the Securities
Act. Under the terms of the Registration Rights Agreement, Perenchio has the
right to cause the Company to file registration statements with respect to
Perenchio's Common Stock on four separate occasions and each of Televisa and
Venevision will have the right to cause the Company to register their shares of
Common Stock on two separate occasions. Perenchio has used one of his four
demands in this Offering. Additionally, if the Company proposes to register any
of its securities under the Securities Act, either for its own account or for
the account of others, each of the Principal Stockholders, and each other party
to the Registration Rights Agreement (including the USP Partnerships), is
entitled, subject to certain limitations and exceptions, to notice of such
registration and is entitled to include shares of Common Stock therein. In
addition, at any time after the Company becomes eligible to file registration
statements on Form S-3 under the Securities Act, the existing stockholders may
request that the Company file a registration statement on Form S-3 with respect
to their shares of Common Stock, provided that the registration statement with
respect to such offering shall contain only the information required by such
Form S-3, and the Company is required to use its best efforts to effect such
registration, subject to certain conditions and limitations. In general, all
fees, costs and expenses of such registration (other than underwriting fees and
commissions) will be borne by the Company except for registration statements
under Form S-3 which contain no more than the information required by such form,
in which case such registration expenses will be borne by the persons
registering securities under such registration statements.

NEW CO-PRODUCTION AGREEMENT

The Company has recently agreed in principle with Televisa to co-produce a
maximum of 800 hours of non-NOVELA programming for airing during the 12 months
commencing October 1, 1998. The cost is estimated to be approximately $20
million and will be shared equally by the two parties. Decisions as to which
programs to produce and the place of production will be made jointly by the
parties. Televisa will have all rights to these programs in Mexico, the Company
will have all rights in the United States and international syndication revenues
will be split equally. Development of programs is expected to commence in the
first quarter of 1998 and the first programs are expected to be delivered in the
last quarter of 1998. There can be no assurance that a definitive agreement will
be entered into or, if entered into, that the programs will be successful.

REIMBURSEMENT ARRANGEMENT

Univision has agreed to reimburse Chartwell Partners LLC, an affiliate of A.
Jerrold Perenchio, for compensation of certain Chartwell employees who devote
substantially all of their time to Univision activities. In 1997, Univision
reimbursed Chartwell approximately $852,000 for one-half of the salary and all
of the bonus and payroll taxes relating to Univision's Vice President, Bob
Cahill and the salary bonus and payroll taxes of support staff.

57
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of December 31, 1997, information
relating to the beneficial ownership of the Company's voting securities as of
December 31, 1997 (giving effect to the two-for-one stock split effective
January 12, 1998), by (i) the Selling Stockholders, (ii) each person who is
known by the Company to own beneficially 5% or more of the outstanding shares of
any class of the Common Stock, (iii) each of the Company's directors and
executive officers who own any shares of any class of the Common Stock, and (iv)
all directors and executive officers as a group. Since the Class P Common Stock
has 10 votes per share on substantially all matters submitted to stockholders,
Mr. A. Jerrold Perenchio and his affiliates will have, after the issuance of the
shares offered hereby, 83.6% of the voting power of the Class A, Class P Common
Stock and Series A Preferred and 78.5% of the voting power of all Common Stock
and Preferred Stock outstanding. Except as indicated in the footnotes to the
table, the persons named in the table have sole voting and investment power with
respect to all shares of the Company's voting securities shown as beneficially
owned by them, subject to community property laws where applicable. Please see
the footnotes below for the disclosure required by the Securities Exchange Act
of 1934 for each of the parties listed below. Because the Class P, Class T and
Class V Common Stock and the Series A Preferred can be converted to Class A
Common Stock at any time, the Company is presenting the information below based
on such conversions.

58
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
CLASS A COMMON PERCENT OF CLASS A
STOCK BENEFICIALLY COMMON STOCK SHARES
OWNED BENEFICIALLY OWNED OFFERED IN
NAME AND ADDRESS(A) TITLE OF CLASS PRE-OFFERING(B)(C) PRE-OFFERING(C) OFFERING
- ---------------------------------------- ------------------ ------------------- ------------------ -----------
<S> <C> <C> <C> <C>
A. Jerrold Perenchio(a) ................ Class A and 43,366,670(d)(e) 50.4% 20,440,000
Class P
Common Stock
Grupo Televisa, S.A. ................... Class T 8,918,582(e)(f) 10.4 --
Avenida Chapultepec, Common Stock
No. 28 06724 Mexico, D.F.
Mexico
Venevision ............................. Class V 8,918,582(e)(f)(i) 10.4 --
c/o Finser Corporation Common Stock
550 Biltmore Way, Suite 900
Coral Gables, Florida 33134
Janus Capital Corporation .............. Class A 2,897,300(g) 3.4 --
100 Fillmore Street Common Stock
Denver, Colorado
80206-4973
Putnam Investments, Inc. ............... Class A 4,300,472(h) 5.0 --
One Post Office Square Common Stock
Boston, Massachusetts 02109
The Davila Family, LLC ................. Class A, P, T and 3,573,954(e)(f) 4.1 560,000
c/o Suite 2500 V Common Stock
One New York Plaza
New York, New York 10004
Stephen P. Rader
and Anne W. Rader .................... Class A 2,241,526(k) 2.6 --
c/o Coldstream Capital, LLC Common Stock
865 South Figueroa Street
Suite 700
Los Angeles, California 90017
George W. Blank(a) ..................... Class A 183,000(m) * --
Common Stock
Robert V. Cahill(a) .................... Class A 100,000(m) * --
Common Stock
Henry Cisneros(a) ...................... Class A 66,666(m) * --
Common Stock
Harold Gaba(a) ......................... Class A 21,000 * --
Common Stock
Alan F. Horn(a) ........................ Class A 20,000 * --
Common Stock
John G. Perenchio(a) ................... Class A 6,600 * --
Common Stock
Ray Rodriguez(a) ....................... Class A 169,800(m) * --
Common Stock
Gustavo Cisneros ....................... N/A 0(i) 0 --
c/o Finser Corporation
550 Biltmore Way
Suite 900
Coral Gables, Florida 33134
Lawrence Dam ........................... Class A 106,600(m) * --
c/o Televisa International, LLC Common Stock
7710 Haskell Avenue
Van Nuys, California 91406
Alejandro Rivera ....................... Class A 100,000(m) * --
c/o Finser Corporation Common Stock
550 Biltmore Way, Suite 900
Coral Gables, Florida 33134
Emilio Romano .......................... N/A 0 0 --
Avenida Chapultapec
No. 28
06724 Mexico, D.F.
Mexico
Chester and Naomi Smith ................ Series A 734,225(l) * --
c/o J. Wilmer Jensen, Esq. Preferred
1514 H Street
Modesto, California 95354
All directors and
executive officers as a group ........ Class A, Class P, 44,140,336(e)(f)(i) 51.3 20,440,000(d)
(10 persons) Class T and
Class V
Common Stock

<CAPTION>
PERCENT OF CLASS A
COMMON STOCK
NUMBER OF SHARES OF BENEFICIALLY OWNED
CLASS A COMMON PERCENT OF CLASS A POST-OFFERING
STOCK BENEFICIALLY COMMON STOCK ASSUMING ALL
OWNED POST- BENEFICIALLY OWNED WARRANTS ARE
NAME AND ADDRESS(A) OFFERING(B)(C) POST-OFFERING(C) EXERCISED(J)
- ---------------------------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C>
A. Jerrold Perenchio(a) ................ 22,926,670(d)(e) 26.5% 20.0%
Grupo Televisa, S.A. ................... 8,918,582(e)(f) 10.3 19.7
Avenida Chapultepec,
No. 28 06724 Mexico, D.F.
Mexico
Venevision ............................. 8,918,582(e)(f)(i) 10.3 19.7
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, Florida 33134
Janus Capital Corporation .............. 2,897,300(g) 3.4 2.5
100 Fillmore Street
Denver, Colorado
80206-4973
Putnam Investments, Inc. ............... 4,300,472(h) 5.0 3.7
One Post Office Square
Boston, Massachusetts 02109
The Davila Family, LLC ................. 3,013,954(e)(f) 3.5 2.6
c/o Suite 2500
One New York Plaza
New York, New York 10004
Stephen P. Rader
and Anne W. Rader .................... 2,241,526(k) 2.6 2.0
c/o Coldstream Capital, LLC
865 South Figueroa Street
Suite 700
Los Angeles, California 90017
George W. Blank(a) ..................... 183,000(m) * *
Robert V. Cahill(a) .................... 100,000(m) * *
Henry Cisneros(a) ...................... 66,666(m) * *
Harold Gaba(a) ......................... 21,000 * *
Alan F. Horn(a) ........................ 20,000 * *
John G. Perenchio(a) ................... 6,600 * *
Ray Rodriguez(a) ....................... 169,800(m) * *
Gustavo Cisneros ....................... 0(i) 0 0
c/o Finser Corporation
550 Biltmore Way
Suite 900
Coral Gables, Florida 33134
Lawrence Dam ........................... 106,600(m) * *
c/o Televisa International, LLC
7710 Haskell Avenue
Van Nuys, California 91406
Alejandro Rivera ....................... 100,000(m) * *
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, Florida 33134
Emilio Romano .......................... 0 0 0
Avenida Chapultapec
No. 28
06724 Mexico, D.F.
Mexico
Chester and Naomi Smith ................ 734,225(l) * *
c/o J. Wilmer Jensen, Esq.
1514 H Street
Modesto, California 95354
All directors and
executive officers as a group ........ 23,700,336(e)(f)(i) 27.4 20.1
(10 persons)
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

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(FOOTNOTES FOR PRECEDING PAGE)

- ------------------------------

* Represents less than one percent.

(a) Unless otherwise indicated, the address of each executive officer and
director is 1999 Avenue of the Stars, Suite 3050, Los Angeles, California
90067.

(b) Each of A. Jerrold Perenchio and his affiliates ("Perenchio"), Grupo
Televisa, S.A. de C.V. and its affiliates ("Televisa"), Corporacion
Venezolana de Television, C.A. (Venevision) and its affiliates
("Venevision"), beneficially own 100% of the Class P Common Stock, Class T
Common Stock and Class V Common Stock, respectively. Chester and Naomi Smith
beneficially own 100% of the Series A Preferred.

(c) Assumes that the Class P, Class T and Class V Common Stock outstanding is
converted into Class A Common Stock on a share for share basis and assumes
that the 12,000 shares of Series A Preferred have been converted into
734,225 shares of Class A Common Stock since this may be done at any time in
accordance with their respective terms. Includes options exercisable within
60 days. For all persons listed other than The Davila Family, LLC, does not
include the shares issuable upon exercise of the 28,321,640 Warrants that
are outstanding. For The Davila Family, LLC, includes 1,443,940 and 883,940
shares of Class A Common Stock issuable upon exercise of Warrants
pre-Offering and post-Offering, respectively. (see footnotes e and f below).

(d) Includes 882,870 shares of Class P Common Stock beneficially owned by
Margaret Perenchio, A. Jerrold Perenchio's wife, 440,000 of which are being
sold in this Offering. Mr. Perenchio has the sole power to vote such shares
pursuant to a proxy, but Mrs. Perenchio has sole power to dispose of or
direct the disposition of such shares. Also includes 200 shares of Class A
Common Stock owned by Mr. Perenchio.

(e) Perenchio, Televisa and Venevision have each formed a partnership in which
they are the general partner and The Davila Family, LLC is the managing
general and limited partner. The partnership with Perenchio owns 1,191,318
shares of Class A Common Stock and 12,034 shares of Class P Common Stock.
The partnerships with Televisa and Venevision each own 469,348 shares of
Class A Common Stock and 4,742 shares of Class T and Class V Common Stock,
respectively. The partnerships with Televisa and Venevision also each own
Warrants to purchase 721,970 shares of Class A Common Stock and 7,292 shares
of Class T and Class V Common Stock, respectively, of which 560,000 Warrants
are being sold to the Underwriters, who will immediately exercise such
Warrants and sell the underlying shares of Class A Common Stock in the
Offering. The Davila Family, LLC has full dispositive and voting power over
the shares of Class A Common Stock owned by the partnerships, and Perenchio,
Televisa and Venevision each has full dispositive and voting power over the
shares of Class P Common Stock, Class T Common Stock and Class V Common
Stock owned by the partnership in which it is a partner. Based on a Schedule
13G dated February 14, 1997 filed by The Davila Family, LLC, it owned 13.3%
of the Class A Common Stock outstanding as of such date. According to the
Schedule 13G, The Davila Family, LLC disclaims beneficial ownership of the
shares of the Company owned by any other person pursuant to Rule 13(d)(4) of
the Securities Exchange Act of 1934, as amended.

(f) Excludes 13,718,850 shares of Class T Common Stock and Class V Common
Stock, respectively, issuable upon exercise of warrants beneficially owned
by Televisa and Venevision, respectively. Such warrants may be exercised by
the holder, so long as the aggregate shares owned by Televisa, Venevision
and all non-U.S. aliens do not represent more than 25% of the outstanding
stock.

(g) Based on a report on Schedule 13G dated July 10, 1997, Janus Capital
Corporation and/or its affiliates had shared voting and shared dispositive
power over all such shares. Based on such Schedule 13G, Janus Capital
Corporation owned 12.3% of the Class A Common Stock actually outstanding as
of such date.

(h) Based on a report on Schedule 13G/A dated July 10, 1997, Putnam
Investments, Inc. and/or its affiliates had shared voting and shared
dispositive power over all such shares. Based on such Schedule 13G/A, Putnam
Investments, Inc. owned 18.2% of the Class A Common Stock actually
outstanding as of such date.

(i) A trust for the benefit of the family of Gustavo Cisneros and a trust for
the benefit of the family of Ricardo Cisneros each owns a 50% indirect
beneficial ownership interest in the equity of the Venevision affiliates
that own these shares. These affiliates have shared voting and dispositive
powers. Messrs. Gustavo and Ricardo Cisneros disclaim beneficial ownership
of such shares.

(j) Assumes all warrants are exercised. (See footnotes e and f) The warrants to
purchase Class T and Class V Common Stock are subject to certain exercise
restrictions.

(k) Based on a Schedule 13G dated February 11, 1997 filed by Stephen and Anne
Rader, the Raders owned 9.9% of the Class A Common Stock outstanding as of
such date. They share voting and dispositive powers.

(l) The Series A Preferred Stock is voting stock (one vote per share) and is
convertible into 734,225 shares of Class A Common Stock at the option of the
holders until March 20, 2001. The Series A Preferred is redeemable at the
option of the holders at any time, and by the Company after March 20, 2001.

(m) The following persons hold stock options that are vested and exercisable or
will vest and become exercisable on or before March 1, 1998: Mr.
Cahill--100,000; Mr. Blank--150,000; Mr. Henry Cisneros--66,666; Mr.
Rodriguez--150,000; Mr. Dam--100,000; and Mr. Rivera 100,000.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

While the following description of the Company's capital stock is a summary
of the material terms of such stock, it does not purport to be complete and is
subject in all respects to applicable Delaware law and the provisions of the
Company's Restated Certificate of Incorporation and Bylaws.

The Restated Certificate of Incorporation of the Company provides for three
classes of directors: six Directors to be elected by the holders of the Class A
Common Stock and the Class P Common Stock (the "Class A/P Directors"); one to
three Directors to be elected by the holders of the Class T Common Stock (the
"Class T Directors"); and one to three Directors to be elected by the holders of
the Class V Common Stock (the "Class V Directors").

The authorized capital stock of the Company consists of 342,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of preferred
stock, par value $.01 per share. The Common Stock is divided into four classes,
Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V
Common Stock. After this Offering, the Company's issued and outstanding capital
stock will consist of (i) 45,095,726 shares of Class A Common Stock, (ii)
22,926,470 shares of Class P Common Stock, all of which are owned by Perenchio,
(iii) 8,918,582 shares of Class T Common Stock, all of which are owned by
Televisa, and (iv) 8,918,582 shares of Class V Common Stock, all of which are
owned by Venevision. See "Principal and Selling Stockholders." After this
Offering, an additional 883,940 shares of Class A Common Stock, 13,718,850
shares of Class T Common Stock and 13,718,850 shares of Class V Common Stock are
available for issuance upon exercise of the Warrants held by The Davila Family,
LLC, Televisa and Venevision, respectively. See "Certain
Transactions--Warrants."

COMMON STOCK

CLASS A COMMON STOCK. Holders of Class A Common Stock are entitled to
receive such dividends as may from time to time be declared by the Board out of
funds legally available therefor. Holders of Class A Common Stock are entitled
to one vote per share on all matters on which they are entitled to vote. The
holders of the Class A Common Stock, voting together with the holders of the
Class P Common Stock (and the Class T Common Stock and the Class V Common Stock
to the extent a Voting Conversion has occurred with respect to such class),
elect the Class A/P Directors (and alternate directors) of the Company. The
Class A/P Directors presently constitute six of the eight directors of the
Corporation, but in no event will constitute less than 50% of the Board of
Directors. Holders of Class A Common Stock have no preemptive, conversion,
redemption or sinking funds rights. In the event of a liquidation, dissolution
or winding-up of the Company, holders of Class A Common Stock are entitled to
share with all other holders of any class of Common Stock equally and ratably in
the assets of the Company, if any, remaining after the payment of all debts and
liabilities of the Company and the liquidation preference of any outstanding
Preferred Stock. The outstanding shares of Class A Common Stock are fully paid
and nonassessable. The rights, preferences and privileges of holders of Class A
Common Stock are subject to any series of Preferred Stock that the Company may
issue in the future.

CLASS P COMMON STOCK. Holders of the Class P Common Stock are entitled to
the same rights, privileges and preferences as holders of the Class A Common
Stock, except that holders of Class P Common Stock are entitled to 10 votes per
share on all matters on which they are entitled to vote; provided that at any
time that A. Jerrold Perenchio is incapacitated (defined as A. Jerrold Perenchio
being subject to a conservatorship of the estate under applicable state law),
the holders of the Class P Common Stock shall only be entitled to one vote per
share. As mentioned above, the holders of Class P Common Stock and the holders
of Class A Common Stock (and the Class T Common Stock and the Class V Common
Stock to the extent a Voting Conversion has occurred with respect to such class)
voting together, elect the Class A/P Directors (and alternate directors). Each
share of Class P Common Stock is convertible at the option of the holder thereof
into one share of Class A Common Stock. In addition, each share of Class P
Common Stock will convert automatically into one share of Class A Common Stock
upon the sale of such share of Class P Common Stock to a person that is not a
Permitted Transferee (as defined below)

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<PAGE>
of Mr. Perenchio. Additionally, each share of Class P Common Stock will convert
automatically into one share of Class A Common Stock (i) upon the death of Mr.
Perenchio or (ii) if Perenchio (and his Permitted Transferees) cease to own
beneficially at least the Required Amount (as defined).

CLASS T AND CLASS V COMMON STOCK. Holders of the Class T and Class V Common
Stock are entitled to the same rights, privileges, and preferences as the
holders of the Class A and Class P Common Stock, except (i) unless there has
been a Voting Conversion with respect to any class, holders of Class T Common
Stock and Class V Common Stock, each voting as a separate class, each elect one
director and one alternate director (but no less than 12.5% of the Board);
provided that at such time as the Communications Act permits at least 37.5% but
less than 50% alien ownership of the Company's capital stock, the holders of
Class T Common Stock and Class V Common Stock, each voting as a separate class,
each elect two directors and two alternate directors (but no less than 20% of
the Board) and at such time as the Communications Act permits 50% or more alien
ownership of the Company's capital stock, the holders of Class T Common Stock
and Class V Common Stock, each voting as a separate class, each elect three
directors and three alternate directors (but no less than 25% of the Board),
(ii) unless there has been a Voting Conversion with respect to any class,
holders of the Class T Common Stock and Class V Common Stock each votes as a
separate class on matters which would adversely affect the special rights of
such class, (iii) each share of Class T Common Stock will convert automatically
into one share of Class A Common Stock upon the sale of any such shares to a
person that is not a Permitted Transferee of Televisa and (iv) each share of
Class V Common Stock will convert automatically into one share of Class A Common
Stock upon the sale of any such shares to a person that is not a Permitted
Transferee of Venevision.

For purposes hereof, "Required Amount" with respect to a person means a
number of shares equal to 30% of the number of shares owned by such person as of
the closing of the Initial Offering, subject to adjustments for stock splits and
stock dividends, "Permitted Transferee" means (i) any entity all of the equity
of which is directly or indirectly owned by the transferor, (ii) in the case of
a transferor who is an individual, (a) such transferor's spouse and lineal
descendants, personal representatives and heirs, (b) any trustee of any trust
created primarily for the benefit of any, some or all of such spouse and lineal
descendants (but which may include beneficiaries which are charities) or of any
revocable trust created by such transferor, (c) following the death of such
transferor, all beneficiaries under either such trust, (d) the transferor, in
the case of a transfer from any Permitted Transferee back to its transferor and
(e) any entity all of the equity of which is directly or indirectly owned by any
of the foregoing and "Voting Conversion" means with respect to the Class T
Common Stock or the Class V Common Stock that the holders of such class own less
than the Required Amount or have elected to relinquish their special voting
rights, including the right to elect Class T or Class V Directors.

PREFERRED STOCK

The Board is authorized to provide for the issuance of Preferred Stock in
one or more series and to fix the designations, preferences, powers and relative
participating, optional and other rights, qualifications, limitations and
restrictions thereof, including the dividend rate, conversion rights, voting
rights, redemption price and liquidation preference, and to fix the number of
shares to be included in any such series. Any Preferred Stock so issued may rank
senior to the Common Stock with respect to the payment of dividends or amounts
upon liquidation, dissolution or winding up, or both. In addition, any such
shares of Preferred Stock may have class or series voting rights. Issuances of
Preferred Stock, while providing the Company with flexibility in connection with
general corporate purposes, may, among other things, have an adverse effect on
the rights of holders of Common Stock, may have the effect of delaying,
deterring or preventing a change in control of the Company without further
action by the stockholders, may discourage bids for the Company's Common Stock
at a premium over the market price of the Common Stock, and may adversely affect
the market price and the voting and other rights of the holders of Common Stock.
In connection with the acquisition of the Sacramento Affiliated station, the
Company issued 12,000 shares of Series A Cumulative Convertible Preferred Stock,
having one vote per share, a liquidation preference of $1,000 per share (plus
accrued and unpaid dividends) and a Cumulative Annual Dividend Preference

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<PAGE>
(commencing on the closing of the acquisition) of 6% per share per annum ($15.00
per quarter per share), increasing to 9% per share per annum if accrued and
unpaid dividends per share equal or exceed $30.00. The Series A Preferred is
convertible into Class A Common Stock at the option of the holder until March
20, 2001 at a conversion price of $16.34375. The Series A Preferred is
redeemable at the option of the holder at any time, and by the Company after the
fourth anniversary of the issuance of the Series A Preferred, in each case, for
an amount equal to the liquidation preference.

CERTAIN PROVISIONS OF DELAWARE LAW

The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law ("Delaware Law"). In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined) with a Delaware corporation for three years
following the date such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding shares owned by persons who are both officers and directors
of the corporation and shares held by certain employee stock ownership plans);
or (iii) following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of directors of
the corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of at least two-thirds of the outstanding voting stock of
the corporation not owned by the interested stockholder.

CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND THE BYLAWS
RELATING TO FOREIGN OWNERSHIP OF COMMON STOCK

The Restated Certificate of Incorporation contains provisions designed to
assist the Company in complying with the provisions of the Communications Act
regulating the ownership of broadcasting companies by aliens. See
"Business--Federal Regulation and New Technologies." The following is a summary
of these provisions of the Restated Certificate of Incorporation and the Bylaws.

Under the Communications Act, a broadcast license may not be granted to or
held by any corporation that is controlled, directly or indirectly, by any other
corporation more than one-fourth of whose capital stock is owned or voted by
non-U.S. citizens or their representatives, by foreign governments or their
representatives, or by non-U.S. corporations, if the FCC finds that the public
interest will be served by the refusal or revocation of such license. The FCC
has interpreted this provision to require an affirmative public interest finding
before a broadcast license may be granted to or held by any such corporation.
The FCC has rarely if ever made such an affirmative finding. For the purpose of
monitoring compliance with this provision, the Restated Certificate of
Incorporation requires the Corporation, as promptly as practicable after shares
of Common Stock are first held by more than 100 holders of record, to implement
the procedures described below in this paragraph. The Restated Certificate of
Incorporation requires the Company to maintain separate stock records for alien
stockholders and non-alien stockholders. In addition, the Restated Certificate
of Incorporation requires the Company to place on each certificate representing
shares of stock owned, voted or otherwise controlled by an alien the legend
"Foreign Share Certificate" and to place on each other stock certificate the
legend "Domestic Share Certificate." Pursuant to the Restated Certificate of
Incorporation, the holder of any shares of Company stock (other than Class T
Common Stock or Class V Common Stock) represented by a Domestic Share
Certificate is required, if such shares are owned, voted or otherwise controlled
by an alien, to deliver such certificate to the Company to be replaced by a
Foreign Share Certificate. Any holder of Foreign Share Certificates representing
shares of the Class A Common that are not owned, voted or otherwise controlled
by aliens, may deliver such Foreign Share Certificates to the Company or its
agent to be replaced by Domestic Share

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<PAGE>
Certificates. Any Foreign Share Certificates delivered to the Company for
replacement with Domestic Share Certificates must be accompanied by an affidavit
stating that the shares of the Company's stock represented by the Foreign Share
Certificate are not owned, voted or otherwise controlled by an alien.

The Restated Certificate of Incorporation provides that the Company will
have the right to determine, by vote of the Company's Board of Directors or in
conformity with regulations prescribed by the Company's alien, whether any
shares of stock of the Company are owned, voted or otherwise controlled by
aliens and whether any affidavit described above is false.

Outstanding shares of Class A Common Stock held by a Disqualified Holder (as
defined below) are subject to redemption by the Company, by action of the Board
of Directors or in conformity with regulations prescribed by the Board of
Directors to the extent necessary to prevent the loss or secure the
reinstatement of any license or franchise from any governmental agency held by
the Company or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Company's stock possessing
prescribed qualifications. The Restated Certificate of Incorporation prescribes
the following terms and conditions for any such redemption: (a) the redemption
price of the shares to be redeemed shall be equal to the lesser of (i) the Fair
Market Value (as defined below) of such shares or (ii) if such stock was
purchased by such Disqualified Holder within one year of the redemption date,
such Disqualified Holder's purchase price for such shares; (b) the redemption
price of such shares may be paid in cash, securities (valued according to a
specified method) or any combination thereof; (c) if less than all the shares
held by Disqualified Holders are to be redeemed, the shares to be redeemed will
be selected in such manner as is determined by the Board of Directors or in
conformity with regulations prescribed by the Board of Directors, which may
include selection first of the most recently purchased shares thereof, selection
by lot, selection based upon failure to comply with the provisions described in
this paragraph or selection in any other manner determined by the Board of
Directors or in conformity with regulations prescribed by the Board of
Directors; (d) at least 30 days written notice of the redemption date must be
given to the record holders of the shares selected to be redeemed (unless waived
in writing by any such holder), except that the redemption date may be the date
on which written notice is given to such record holders if cash, securities or a
combination thereof sufficient to effect the redemption is deposited in trust
for the benefit of such record holders and subject to immediate withdrawal by
them upon surrender of the stock certificates for their shares to be redeemed;
(e) from and after the redemption date, any and all rights of whatever nature,
which may be held by the owners of shares called for redemption (including
without limitation any rights to vote or participate in dividends declared on
stock of the same class or series as such shares), will cease and terminate and
such owners will thenceforth be entitled only to receive the cash, securities or
a combination thereof payable in respect of such redemption; and (f) such other
terms and conditions as the Board of Directors may determine.

For purposes of the foregoing provisions of the Restated Certificate of
Incorporation, the following meanings are assigned to certain terms:
"Disqualified Holder" means any holder of capital stock (other than Class T
Common Stock or Class V Common Stock) whose holding of such stock, either
individually or when taken together with the holding of shares of any class or
series of stock of the Company by any other holders, may result, in the judgment
of the Board of Directors, in the loss of, or the failure to secure the
reinstatement of, any license or franchise from any governmental agency held by
the Company or any of its subsidiaries to conduct any portion of its business.
"Fair Market Value" of a share of any class or series of stock of the Company
means the average closing price for such a share for each of the 45 most recent
days on which shares of stock of such class or series were traded preceding the
fifth day prior to the day on which notice of redemption is given, except that
if shares of stock of such class or series are not traded on any securities
exchange or in the over-the-counter market, "Fair Market Value" is any value
determined by the Board of Directors in good faith.

The Restated Certificate of Incorporation also authorizes the Board of
Directors to adopt such other provisions as the Board of Directors may deem
necessary or desirable to avoid violation of the alien ownership provisions of
the Communications Act and to carry out the provisions of the Restated
Certificate of Incorporation relating to alien ownership.

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<PAGE>
BYLAW SUPERMAJORITY VOTING PROVISIONS

The Bylaws of the Company provide that without the approval of the Board by
a vote which includes, in addition to any other required vote of directors, the
affirmative vote of a majority of the Class T Director(s) (so long as there has
not been a Voting Conversion with respect to holders of Class T Common Stock)
and a majority of the Class V Director(s) (so long as there has not been a
Voting Conversion with respect to Class V Common Stock), the Company shall not
(subject to certain exceptions) directly or through its subsidiaries: (i) merge
or consolidate, enter into a business combination with, or otherwise reorganize
the Company with or into one or more entities; (ii) sell all or substantially
all of the Company's assets to an entity that is not a wholly owned subsidiary
of the Company; (iii) create, designate, issue, or sell out of treasury Common
Stock of the Company or any of its subsidiaries or any equity securities (or
securities with equity features) of the Company or any of its subsidiaries
(other than to the Company or its wholly owned subsidiaries); (iv) pay any
dividend or make any distribution to holders of any equity securities of the
Company including by way of redemption or repurchase of securities (except
dividends payable at a stated value of preferred stock approved by the Board);
(v) engage in any business transaction outside of the Company's ordinary course
of business (which for purposes hereof, shall mean any media, communications and
broadcast businesses) or (vi) dissolve, liquidate or terminate the Company.

The Bylaws of the Company also provide that without the approval of the
Board by a vote which includes, in addition to any other required vote of
directors, the affirmative vote of a majority of the Class T Directors (so long
as a Voting Conversion has not occurred with respect to the Class T Common
Stock) or a majority of the Class V Director(s) (so long as a Voting Conversion
has not occurred with respect to the Class V Common Stock), the Company shall
not directly or through its subsidiaries: (i) acquire or dispose of assets in
any one transaction or series of related transactions for a purchase or sale
price in excess of $50 million, (ii) dispose of any interest in any television
station which broadcasts in Spanish in any of the top 15 markets in terms of
Hispanic population, (iii) incur debt (or issue preferred stock) (other than
capitalized lease obligations for satellite transponders) as of any date in
excess of (x) the Company's EBITDA for the twelve-month period ending on the
last day of the quarter preceding such date, multiplied by (y) five, (iv)
produce or acquire certain programs (as described below), (v) enter into any
transaction with Perenchio or any person related to Perenchio or any of their
respective affiliates, or (vi) employ or set compensation or severance levels
for (a) any relatives of any executive officer of, or consultant to, the
Company, or any employee of such consultant, or (b) any part-time executive of
the Company, or (c) any employees or relatives of Perenchio, Televisa or
Venevision or any of their respective affiliates. For purposes of subparagraph
(iii) above, EBITDA means the sum of net income, total depreciation expense,
amortization expense, interest expense and taxes as determined in conformity
with U.S. Generally Accepted Accounting Principles ("GAAP"); provided that in
the case of debt incurred for the purposes of an acquisition, EBITDA shall be
determined on a pro-forma basis giving effect to such acquisition.

Production or acquisition of programs by the Company will not require
approval of the Class T Directors or Class V Directors if such programs are
Grandfathered Programs. Moreover, such consent will not be required for the
production or acquisition of any other programs by the Company unless (i)
incremental EBITDA in any fiscal year is less than 30% of the incremental sales
in that year and (ii) total EBITDA in the year in question as a percentage of
total sales is less than the greater of (a) 30% or (b) five percentage points
below the average of the three highest consecutive years within the prior ten
years (or since 1992 if less than ten years) (the "Three Year Margin"). For
purposes of determining EBITDA and sales, only the results of the Network, the
O&Os and Galavision are included. All other businesses and certain special
programming are to be disregarded. The special voting rights set forth above
with respect to special programming are to continue in effect until the Company,
in any subsequent fiscal year, increases its overall ratio of EBITDA to sales to
the higher of (x) 2.5% or less below the Three Year Margin or (y) 32.5%. All
determinations are to be made based upon the Company's audited financial
statements.

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<PAGE>
LIMITATION OF LIABILITY AND INDEMNIFICATION AGREEMENTS

The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware Law, a director of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Under current Delaware Law, liability of a
director may not be limited (i) for any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases and (iv) for any transaction from which the director derives an
improper personal benefit. The effect of the provisions of the Company's
Restated Certificate of Incorporation is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Restated Certificate of Incorporation provides that
the Company shall indemnify its directors, officers, employees and agents
against losses incurred by any such person by reason of the fact that such
person was acting in such capacity.

The Company has entered into agreements (the "Indemnification Agreements")
with each of the directors and officers of the Company pursuant to which the
Company has agreed to indemnify such director or officer from claims,
liabilities, damages, expenses, losses, costs, penalties or amounts paid in
settlement incurred by such director or officer in or arising out of his
capacity as a director, officer, employee and/or agent of the Company or any
other corporation of which he is a director or officer at the request of the
Company to the maximum extent provided by applicable law. In addition, such
director or officer is entitled to an advance of expenses to the maximum extent
authorized or permitted by law.

CERTAIN ANTI-TAKEOVER EFFECTS

The provisions of the Articles of Incorporation and the Bylaws of the
Company summarized above may be deemed to have anti-takeover effects and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider to be in such stockholder's best interest, including those
attempts that might result in a premium over the market price for the shares
held by stockholders.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Class A Common Stock is The Bank of
New York.

LISTING

The Class A Common Stock is listed on the NYSE under the symbol "UVN."

66
<PAGE>
UNDERWRITING

Subject to the terms and conditions of an Underwriting Agreement, dated
, 1998 (the "Underwriting Agreement"), the Underwriters named below,
who are represented by Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, BT Alex. Brown Incorporated,
NationsBanc Montgomery Securities LLC and Schroder & Co. Inc. (the
"Representatives"), have severally agreed to purchase from the Selling
Stockholders an aggregate of 20,440,000 shares of Class A Common Stock and
Warrants to purchase 560,000 shares of Class A Common Stock. The Underwriters
intend to immediately exercise such Warrants and to sell the underlying shares
of Class A Common Stock in the Offering. The respective number of shares of
Class A Common Stock, including those issuable upon exercise of the Warrants,
that each Underwriter has agreed to purchase is set forth opposite its name
below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ------------------------------------------------------------------------------------------ ------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.......................................
Goldman, Sachs & Co.......................................................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................................................
Morgan Stanley & Co. Incorporated.........................................................
BT Alex. Brown Incorporated...............................................................
NationsBanc Montgomery Securities LLC.....................................................
Schroder & Co. Inc........................................................................
------------
Total................................................................................. 21,000,000
------------
------------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the shares of Class A Common
Stock offered hereby are subject to approval by their counsel of certain legal
matters and to certain other conditions. The Underwriters are obligated to
purchase and accept delivery of all the shares of Class A Common Stock offered
hereby (other than those shares covered by the over-allotment option described
below) if any are purchased.

The Underwriters initially propose to offer the shares of Class A Common
Stock in part directly to the public at the public offering price set forth on
the cover page of this Prospectus and in part to certain dealers (including the
Underwriters) at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may re-allow, to certain
other dealers a concession not in excess of $ per share. After the
initial offering of the Class A Common Stock, the public offering price and
other selling terms may be changed by the Representatives at any time without
notice.

The Selling Stockholders have granted to the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to purchase from
time to time in whole or in part, up to an aggregate of 3,150,000 additional
shares of Class A Common Stock (including 540,000 shares issuable upon exercise
of Warrants), at the offering price less underwriting discounts and commissions.
The Underwriters may exercise such option solely to cover over allotments, if
any, made in connection with the Offering. To the extent that the Underwriters
exercise such option, each Underwriter will become obligated, subject to certain
conditions, to purchase its pro rata portion of such additional shares based on
such Underwriter's percentage underwriting commitment as indicated in the
preceding table.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

Each of the Company, its executive officers and directors, the Principal
Stockholders and the Selling Stockholders has agreed, subject to certain
exceptions, not to (i) offer, pledge, sell, contract to sell, sell any

67
<PAGE>
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, any shares of Class A Common Stock or any securities
convertible into or exercisable or exchangeable for Class A Common Stock or (ii)
enter into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Class A Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Class A Common Stock, or such other
securities, in cash or otherwise) for a period of 90 days after the date of this
Prospectus without the prior written consent of DLJ. In addition, during such
period, the Company has also agreed not to file any registration statement with
respect to any shares of Class A Common Stock or any securities convertible into
or exercisable or exchangeable for Class A Common Stock without DLJ's prior
written consent.

Other than in the United States, no action has been taken by the Company,
the Selling Stockholders or the Underwriters that would permit a public offering
of the shares of Class A Common Stock offered hereby in any jurisdiction where
action for that purpose is required. The shares of Class A Common Stock offered
hereby may not be offered or sold, directly or indirectly, nor may this
Prospectus or any other offering material or advertisements in connection with
the offer and sale of any such shares of Class A Common Stock be distributed or
published in any jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of such jurisdiction.
Persons into whose possession this Prospectus comes are advised to inform
themselves about and to observe any restrictions relating to the Offering of the
Class A Common Stock and the distribution of this Prospectus. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
shares of Class A Common Stock offered hereby in any jurisdiction in which such
an offer or a solicitation is unlawful.

In connection with the Offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the Class A Common
Stock. Specifically, the Underwriters may overallot the Offering, creating a
syndicate short position. The Underwriters may bid for and purchase shares of
Class A Common Stock in the open market to cover such syndicate short positions.
In addition, the Underwriters may bid for and purchase shares of Class A Common
stock in the open market to stabilize the price of the Class A Common Stock.
These activities may stabilize or maintain the market price of the Class A
Common Stock above independent market levels. The Underwriters are not required
to engage in these activities, and may end any of these activities at any time.

LEGAL MATTERS

The validity of the shares of the Class A Common Stock offered hereby will
be passed upon for the Company by O'Melveny & Myers LLP, Los Angeles,
California. Certain legal matters will be passed upon for the Underwriters by
Latham & Watkins, Los Angeles, California. Attorneys at O'Melveny & Myers LLP
participating in the preparation of this Prospectus own 2,500 shares of the
Company's Class A Common Stock.

EXPERTS

The consolidated financial statements of Univision Communications Inc. as of
December 31, 1995 and 1996, and for each of the years ended December 31, 1994,
1995 and 1996, included and incorporated by reference in the Prospectus and the
consolidated financial statements of The Univision Network Holding Limited
Partnership as of December 31, 1994 and 1995 and for each of the years ended
December 31, 1993, 1994 and 1995 incorporated by reference in the Prospectus
have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

68
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files periodic reports and other information with
the Commission. The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, exhibits, schedules and
supplements thereto, the "Registration Statement"), of which this Prospectus
forms a part, covering the Class A Common Stock to be sold pursuant to this
Offering. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in the
Registration Statement and the Company's other filings with the Commission. Such
additional information, exhibits and undertakings can be inspected at and
obtained from the Commission at prescribed rates at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at certain regional offices of the
Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 13th Floor, 7 World Trade Center, New York,
New York, 10048. The Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. In addition,
the Company's Class A Common Stock is listed on the NYSE and reports and other
information concerning the Company may be inspected at the offices of such
exchange. For additional information with respect to the Company, the Class A
Common Stock and related matters and documents, reference is made to the
Registration Statement and the Company's other filings and the exhibits thereto.
Statements contained herein concerning any such document describe the material
terms of such documents but are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement and the Company's other filings. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1996, March 31, 1997, June 30, 1997, and September
30, 1997, each of which was filed by the Company with the Commission pursuant to
the Exchange Act, and the audited financial statements of UNHP contained in the
Company's Prospectus dated September 26, 1996, which was filed by the Company
with the Commission pursuant to the Securities Act, are hereby incorporated by
reference in this Prospectus. All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this Offering shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents.

Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon oral or written request, a copy of any or all of
the foregoing documents incorporated herein by reference, except for the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into information that this Prospectus incorporates). Written
requests should be directed to Univision Communications Inc., 1999 Avenue of the
Stars, Suite 3050, Los Angeles, California 90067, Attention: Corporate
Secretary. Telephone requests should be directed to (310) 556-7676.

69
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Report of Independent Public Accountants............................................ F-2

Consolidated Balance Sheets at December 31, 1995, 1996 and September 30, 1997....... F-3

Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995
and 1996 and the Nine Month Periods Ended September 30, 1996 and 1997............. F-5

Consolidated Statements of Changes in Stockholders' Equity (Deficit) For the Years
Ended December 31, 1994, 1995 and 1996 and the Nine Month Period Ended September
30, 1997.......................................................................... F-6

Consolidated Statements of Cash Flows For the Years Ended December 31, 1994, 1995
and 1996 and the Nine Month Periods Ended September 30, 1996 and 1997............. F-7

Notes to Consolidated Financial Statements.......................................... F-9
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Univision Communications Inc.:

We have audited the accompanying consolidated balance sheets of Univision
Communications Inc. (a Delaware Corporation) and subsidiaries as of December 31,
1995 and 1996, and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Univision
Communications Inc. and subsidiaries as of December 31, 1995 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
March 6, 1997

F-2
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1996 AND SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents............................................... $ 14,029 $ 11,588 $ 21,281
Short-term investment................................................... -- 90 94
Accounts receivable, less allowance for doubtful accounts of $3,853 in
1995, $8,738 in 1996 and $8,876 in 1997............................... 37,951 87,954 91,671
Program rights.......................................................... -- 4,673 6,049
Prepaid expenses and other.............................................. 3,043 7,485 5,928
---------- ---------- -------------
Total current assets................................................ 55,023 111,790 125,023
Property and equipment, less accumulated depreciation of $13,888 in
1995, $22,183 in 1996 and $33,362 in 1997............................. 25,557 103,373 113,938
Intangible assets, less accumulated amortization of $86,498 in 1995,
$133,988 in 1996 and $164,683 in 1997................................. 449,383 639,934 644,319
Deferred financing costs, less accumulated amortization of $13,597 in
1995, $343 in 1996 and $1,554 in 1997................................. 12,193 8,958 8,939
Deferred income taxes................................................... 2,000 7,000 28,814
Note receivable--Entravision............................................ -- 10,000 10,000
Other assets............................................................ 1,746 3,312 3,154
---------- ---------- -------------
Total assets........................................................ $ 545,902 $ 884,367 $ 934,187
---------- ---------- -------------
---------- ---------- -------------
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1995 AND 1996 AND SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Current liabilities:
Accounts payable and accrued liabilities................................. $ 41,266 $ 70,522 $ 65,964
Accrued interest......................................................... 6,281 2,367 2,805
Accrued license fee...................................................... -- 4,322 4,991
Obligation for program rights............................................ 1,899 482 733
Due to the Network....................................................... 64,505 -- --
Current portion of long-term debt........................................ 17,313 42,657 50,304
---------- ---------- -------------
Total current liabilities.............................................. 131,264 120,350 124,797
---------- ---------- -------------
Long-term debt including accrued interest, net of current portion.......... 249,840 458,808 443,683
Capital lease obligations, net of current portion.......................... -- 39,329 37,568
Obligation for program rights, net of current portion...................... 753 331 80
Other long-term liabilities................................................ 1,301 3,342 3,390
Related party long-term debt, including accrued interest and accrued and
variable dividends payable............................................... 112,381 -- --
Sponsor Loans, including accrued interest.................................. 108,361 -- --
Minority interest (including subsidiary's preferred stock and related
dividends due minority stockholders of $8,908 in 1995)................... 19,059 -- --
---------- ---------- -------------
Total liabilities...................................................... 622,959 622,160 609,518
---------- ---------- -------------
Redeemable convertible 6% preferred stock, $.01 par value, with a
conversion price of $16.34375 to Class A Common Stock (12,000 issued and
outstanding at September 30, 1997)....................................... -- -- 12,120
---------- ---------- -------------

Stockholders' equity (deficit):
Preferred stock, $.01 par value (108,000 shares authorized, 90,000 shares
issued and outstanding in 1995; 10,000,000 shares authorized at
December 31, 1996 and September 30, 1997; 12,000 redeemable convertible
shares outstanding and held in escrow at December 31, 1996)............ 1 -- --
Common stock, $.01 par value (10,000 shares authorized, issued and
outstanding in 1995; 197,660,000 shares authorized at December 31, 1996
and September 30, 1997; 85,224,360 and 85,244,360 shares issued and
outstanding at December 31, 1996 and September 30, 1997,
respectively).......................................................... -- 852 852
Paid-in-capital -- 330,905 331,257
Accumulated deficit...................................................... (77,058) (69,550) (19,560)
---------- ---------- -------------
Total stockholders' equity (deficit)................................. (77,057) 262,207 312,549
---------- ---------- -------------
Total liabilities and stockholders' equity........................... $ 545,902 $ 884,367 $ 934,187
---------- ---------- -------------
---------- ---------- -------------
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND

THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1997

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
----------------------------------------- ---------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------- ------------ -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues................................ $ 139,007 $ 173,108 $ 244,858 $ 139,882 $ 321,868
Direct operating expenses................... 24,201 30,774 58,443 24,737 114,725
Selling, general and administrative
expenses.................................. 49,223 64,973 79,818 50,554 98,604
Depreciation and amortization............... 31,719 33,506 39,516 26,057 42,465
------------ ------------ ------------- ------------ -------------
Operating income............................ 33,864 43,855 67,081 38,534 66,074
Interest expense............................ 32,852 36,260 36,207 26,722 30,401
Interest expense on related party debt...... 4,394 3,962 5,484 5,484 --
Amortization of deferred financing costs.... 5,419 3,925 2,934 2,592 1,211
Non-recurring expense of acquired station
(reversal)................................ -- 1,750 -- -- (1,059)
Minority interest in net (income) loss of
consolidated subsidiary................... (1,202) 7,346 (1,851) (1,851) --
------------ ------------ ------------- ------------ -------------
Income (loss) before taxes and extraordinary
loss on extinguishment of debt............ (7,599) (9,388) 24,307 5,587 35,521
Provision (benefit) for income taxes........ 140 -- 5,714 2,235 (14,850)
------------ ------------ ------------- ------------ -------------
Income (loss) before extraordinary loss on
extinguishment of debt.................... (7,739) (9,388) 18,593 3,352 50,371
Extraordinary loss on extinguishment of debt
(net of tax benefit of $5,485 and $2,151,
December 31, 1996 and September 30, 1996,
respectively)............................. (4,321) (801) (8,228) (11,558) --
------------ ------------ ------------- ------------ -------------
Net income (loss)........................... (12,060) (10,189) 10,365 (8,206) 50,371
Preferred stock dividends................... -- -- -- -- (381)
------------ ------------ ------------- ------------ -------------
Net income (loss) applicable to common
stock..................................... $ (12,060) $ (10,189) $ 10,365 $ (8,206) $ 49,990
------------ ------------ ------------- ------------ -------------
------------ ------------ ------------- ------------ -------------
Income (loss) per share before extraordinary
loss...................................... $ (1.70) $ (2.06) $ 0.16 $ 0.10 $ 0.44
Extraordinary loss per share................ (0.95) (0.18) (0.07) (0.35) --
------------ ------------ ------------- ------------ -------------
Net income (loss) per share................. (2.65) (2.24) 0.09 (0.25) 0.44
Less preferred stock dividends.............. -- -- -- -- --
------------ ------------ ------------- ------------ -------------
Net income (loss) per share applicable to
common stock.............................. $ (2.65) $ (2.24) $ 0.09 $ (0.25) $ 0.44
------------ ------------ ------------- ------------ -------------
------------ ------------ ------------- ------------ -------------
Weighted average common shares
outstanding............................... 4,560,210 4,560,210 115,427,038 33,280,112 115,583,052
------------ ------------ ------------- ------------ -------------
------------ ------------ ------------- ------------ -------------
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON PREFERRED PAID-IN- ACCUMULATED
STOCK STOCK CAPITAL DEFICIT TOTAL
------ ------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1994.............................................. $-- $ 1 $ 22,297 $(33,766) $(11,468)
Net loss for the year................................................. -- -- -- (12,060) (12,060)
Dividends declared.................................................... -- -- -- (5,643) (5,643)
------ ------- -------- ----------- --------
Balance, December 31, 1994............................................ -- 1 22,297 (51,469) (29,171)
Net loss for the year................................................. -- -- -- (10,189) (10,189)
Dividends declared.................................................... -- -- -- (5,066) (5,066)
Minority interest..................................................... -- -- -- (10,334) (10,334)
Conversion of unpaid dividends to
notes payable....................................................... -- -- (22,297) -- (22,297)
------ ------- -------- ----------- --------
Balance, December 31, 1995............................................ -- 1 -- (77,058) (77,057)
Net income for the year............................................... -- -- -- 10,365 10,365
Initial Public Offering of stock...................................... 94 -- 216,002 -- 216,096
Initial Public Offering and
Reorganization costs................................................ -- -- (16,541) -- (16,541)
Stock split........................................................... 331 -- (331) -- --
Partnership distribution in connection
with Reorganization................................................. -- -- (40,000) -- (40,000)
UNHP equity acquired at October 2, 1996............................... -- -- (37,911) -- (37,911)
Acquisition of minority interest liability at historical cost......... -- -- 6,957 -- 6,957
Step up acquired minority interest
and Network......................................................... -- -- 203,044 -- 203,044
Preferred stock conversion
upon Reorganization................................................. 1 (1) -- -- --
Two-for-one stock split............................................... 426 -- (426) -- --
Other................................................................. -- -- 111 (23) 88
Dividends declared on preferred stock prior
to Reorganization................................................... -- -- -- (2,834) (2,834)
------ ------- -------- ----------- --------
Balance, December 31, 1996............................................ 852 -- 330,905 (69,550) 262,207
Net income for the period (unaudited)................................. -- -- -- 50,371 50,371
Dividends declared (unaudited)........................................ -- -- -- (381) (381)
Exercise of stock options (unaudited)................................. -- -- 352 -- 352
------ ------- -------- ----------- --------
Balance, September 30, 1997 (unaudited)............................... $ 852 $-- $331,257 $(19,560) $312,549
------ ------- -------- ----------- --------
------ ------- -------- ----------- --------
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1997

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------------- -----------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income (loss)...................................... $ (12,060) $ (10,189) $ 10,365 $ (8,206) $ 50,371
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Depreciation........................................... 4,379 5,243 8,405 4,893 11,770
Gain on sale of fixed assets........................... -- -- -- -- (202)
Amortization of intangible assets and deferred
financing costs...................................... 32,759 32,188 34,045 23,756 31,906
Accretion of interest on Sponsor Loans................. 3,125 7,298 7,304 13,477 --
Non-recurring expense of acquired station (reversal)... -- 1,750 -- -- (1,059)
Minority interest...................................... (1,202) 7,346 (1,851) (1,851) --
Extraordinary loss on extinguishment of debt........... 1,450 801 13,713 13,709 --
Changes in assets and liabilities:
Accounts receivable.................................. (1,671) (3,155) (939) 4,101 (2,967)
Due to the Network................................... (14,350) (14,983) (18,374) (18,084) --
Intangible assets.................................... -- 2,000 5,000 -- 5,600
Deferred income taxes................................ -- (2,000) (5,000) -- (21,692)
License fees payable................................. -- -- 11,849 -- 42,080
Payment of license fees.............................. -- -- (7,886) -- (41,411)
Program rights....................................... -- -- (148) -- (1,376)
Prepaid expenses and other assets.................... (1,521) (264) (2,815) (3,046) 1,715
Accounts payable and accrued liabilities............. 6,651 5,267 (9,363) (6,281) (2,920)
Accrued interest..................................... 4,244 4,157 3,969 (5,284) 6,052
Obligations for program rights....................... 8,069 (4,417) (2,003) (2,003) --
Other, net........................................... (769) 440 306 122 49
----------- ----------- ----------- ---------- -----------
Net cash provided by operating activities.............. 29,104 31,482 46,577 15,303 77,916
----------- ----------- ----------- ---------- -----------
Cash flow from investing activities:
Acquisition of minority interest of PTIH and the
Network, including acquisition costs, net of cash
acquired........................................... -- -- (39,984) -- --
Acquisition of Galavision............................ -- -- (15,000) -- --
Increase interest in Entravision..................... -- -- (7,000) -- --
Acquisition of Fort Worth Tower...................... -- -- (455) -- --
Acquisition of stations, including acquisition costs,
net of cash acquired............................... (66,213) -- -- -- --
Acquisition of Sacramento............................ -- -- -- -- (28,936)
Proceeds from sale of fixed assets................... -- -- -- -- 318
Capital expenditures................................. (5,379) (10,064) (12,637) (8,236) (21,711)
Organization costs................................... (3,000) -- (1,677) -- (244)
----------- ----------- ----------- ---------- -----------
Net cash used in investing activities.................. (74,592) (10,064) (76,753) (8,236) (50,573)
----------- ----------- ----------- ---------- -----------
</TABLE>

F-7
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND
THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1997

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------------- -----------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flow from financing activities:
Proceeds from issuance of long-term debt............. 176,000 39,000 496,000 436,000 64,000
Proceeds from the Initial Offering................... -- -- 216,096 -- --
Payments of long-term debt........................... (118,575) (112,793) (224,889) (202,250) (78,927)
Payment of Sponsor Loans............................. -- -- (148,971) -- --
Payment of related party debt........................ -- -- (130,952) -- --
Payment of Initial Offering costs.................... -- -- (17,189) -- --
Proceeds from Sponsor Loans.......................... 33,936 45,251 38,381 38,381 --
Reduction of Sponsor Loans-Program Cost Sharing
Agreement.......................................... -- (4,670) (5,074) (5,074) --
Defeasance of Senior Subordinated Notes.............. -- -- (70,276) (70,276) --
Repurchase of Senior Subordinated Notes.............. (43,271) (8,132) (25,881) (25,881) --
Distribution to the Partners......................... -- -- (60,000) (60,000) --
Advances (to) from the Network....................... 3,999 28,148 (30,209) (29,889) --
Exercise of options.................................. -- -- -- -- 230
Preferred Stock dividends paid....................... -- -- -- -- (261)
Tax payments to the Partners......................... -- -- -- -- (1,500)
Deferred financing costs............................. (2,428) (62) (9,301) (8,645) (1,192)
----------- ----------- ----------- ---------- -----------
Net cash provided by (used in) financing
activities......................................... 49,661 (13,258) 27,735 72,366 (17,650)
----------- ----------- ----------- ---------- -----------
Net increase (decrease) in cash........................ 4,173 8,160 (2,441) 79,433 9,693
Cash and cash equivalents, beginning of year........... 1,696 5,869 14,029 14,029 11,588
----------- ----------- ----------- ---------- -----------
Cash and cash equivalents, end of year/period.......... $ 5,869 $ 14,029 $ 11,588 $ 93,462 $ 21,281
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
Supplemental disclosure of cash flow information:
Interest paid during the year/period................. $ 29,402 $ 28,108 $ 31,612 $ 25,921 $ 21,706
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
Supplemental disclosure of non-cash transactions:
Related party notes issued in payment of preferred
stock dividends.................................... $ 5,643 $ 37,697 $ 2,834 $ -- $ --
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
Supplemental disclosure of non-cash activity regarding
acquisitions:
Total assets acquired, net of cash................... $ 82,117 $ -- $ 394,475 $ -- $ 40,936
Liabilities assumed.................................. (11,774) -- (147,829) -- --
----------- ----------- ----------- ---------- -----------
Net assets acquired.................................. 70,343 -- 246,646 -- 40,936
Accrued acquisition costs............................ (4,130) -- -- -- --
Non-cash consideration............................... -- -- (191,662) -- (12,000)
----------- ----------- ----------- ---------- -----------
Total cash consideration........................... $ 66,213 $ -- $ 54,984 $ -- $ 28,936
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
</TABLE>

See notes to consolidated financial statements.

F-8
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

1. ORGANIZATION AND ACQUISITION

Through October 2, 1996, Univision Communications Inc. ("UCI" or the
"Company"), formerly Perenchio Communications, Inc. ("PCI"), and its 80% owned
subsidiary, PTI Holdings, Inc. ("PTIH") were beneficially owned by affiliates of
A. Jerrold Perenchio (together with his affiliates, "Perenchio"), affiliates of
Grupo Televisa, S.A. (together with its affiliates, "Televisa") and Dennevar,
B.V., an affiliate of Venevision International Limited (together with its
affiliates, "Venevision") (collectively, the "Principal Stockholders").
Perenchio Television, Inc. ("PTI") was a wholly-owned subsidiary of PTIH, and
Univision Television Group, Inc. ("UTG") was a wholly-owned subsidiary of PTI.

PCI and its subsidiaries had no operations prior to the 1992 acquisition of
the station group, by the Principal Stockholders, for approximately
$489,000,000, including approximately $11,000,000 of acquisition costs. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the assets acquired and liabilities assumed have been recorded at
the fair values at the date of the acquisition. In addition to current assets
and liabilities, the purchase price was allocated principally to property and
equipment of approximately $22,000,000 and intangible assets of approximately
$473,000,000 comprised of approximately $270,000,000 attributable to affiliation
agreements, approximately $156,500,000 attributable to FCC television broadcast
licenses and approximately $46,500,000 attributable to all other intangible
assets including goodwill. Two additional stations, Chicago and Houston, were
acquired during 1994 for an aggregate purchase price of $67,000,000 resulting in
additional intangible assets of approximately $64,000,000. A third station
located in Sacramento, CA was acquired in March of 1997 for a purchase price of
approximately $40,200,000, principally all of which has been allocated to
intangible assets pending the completion of an independent appraisal.

Through October 2, 1996, the businesses of the Company and The Univision
Network Limited Partnership ("the Network") were under separate management and
ownership structures. Notwithstanding this separation, the business operations
of the Company and the Network remained substantially dependent upon one
another. The Company is dependent upon the Network for programming and
advertising sales support, while the Company represented 78% of the Network's
total broadcast distribution.

Effective with the close of business on October 2, 1996, as part of the
Offering and Reorganization, PTIH became a wholly-owned subsidiary of the
Company. PTI was merged with and into PTIH. The Company and one of the Company's
subsidiaries acquired The Univision Network Holding Limited Partnership ("UNHP")
and the Network which had existing intangible assets of approximately
$23,000,000.

The acquisition of the minority interests of PTIH and the Network (which
included the July 1, 1996 acquisition of Galavision) has been accounted for
under the purchase method of accounting, and, accordingly, the Network's
operating results have been included with the Company's since October 3, 1996.
The total consideration paid in excess of the fair value of the net assets
related to the minority interests of PTIH and the Network acquired was
approximately $203,000,000. Based on the final appraisal received in the third
quarter of 1997, the Company has allocated approximately $115,000,000 to
affiliation agreements, approximately $79,000,000 to the FCC television
broadcast licenses and approximately $9,000,000 to all other intangible assets.
Subsequent amortization of intangibles will be adjusted accordingly.

F-9
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

1. ORGANIZATION AND ACQUISITION (CONTINUED)
The following pro forma statements do not purport to represent what the
Company's consolidated financial position or results of operations would
actually have been if the transactions described above in fact had occurred on
the dates assumed or to project consolidated financial position or results of
operations for any future date or period.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------------ ------------------------------
1995 1996 1996 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenues................................... $ 321,339 $ 370,289 $ 263,758 $ 321,868
-------------- -------------- -------------- --------------
Direct operating expenses...................... 110,232 122,313 88,119 114,533
Selling, general and administrative expenses... 89,839 98,265 71,349 90,631
Corporate charges.............................. 9,700 9,596 6,969 8,165
Depreciation and amortization.................. 53,965 55,049 41,559 42,465
-------------- -------------- -------------- --------------
Operating income............................... 57,603 85,066 55,762 66,074
Interest expense............................... 37,055 39,548 30,006 30,401
Amortization of deferred financing costs....... 1,488 1,459 1,116 1,211
Non-recurring expense of acquired station
(reversal).................................... 1,750 -- -- (1,059)
-------------- -------------- -------------- --------------
Income before taxes and extraordinary loss on
extinguishment of debt........................ 17,310 44,059 24,640 35,521
Provision (benefit) for income taxes........... 6,900 7,728 7,583 (14,850)
-------------- -------------- -------------- --------------
Income before extraordinary loss on
extinguishment of debt........................ 10,410 36,331 17,057 50,371
Extraordinary loss on extinguishment of debt
(net of tax benefit of $6,900 and $7,455 in
1995 and 1996, respectively).................. (16,345) (11,186) (11,182) --
-------------- -------------- -------------- --------------
Net income (loss).............................. (5,935) 25,145 5,875 50,371
Preferred stock dividends...................... -- -- -- (381)
-------------- -------------- -------------- --------------
Net income (loss) applicable to common stock... $ (5,935) $ 25,145 $ 5,875 $ 49,990
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
Income per share before extraordinary loss..... $ 0.09 $ 0.31 $ 0.15 $ 0.44
Extraordinary loss............................. (0.14) (0.10) (0.10) --
-------------- -------------- -------------- --------------
Net income (loss) per share.................... (0.05) 0.21 0.05 0.44
Less preferred stock dividends................. -- -- -- --
-------------- -------------- -------------- --------------
Net income (loss) per share applicable to
common stock.................................. $ (0.05) $ 0.21 $ 0.05 $ 0.44
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
Weighted average common shares outstanding..... 115,427,038 115,427,038 115,054,820 115,583,052
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

F-10
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts and operations of
the Company and reflect the acquisitions described above under the purchase
method of accounting. All significant intercompany accounts and transactions
have been eliminated. Certain reclassifications have been made to the prior year
financial statements to conform to current year's presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

The Company's operations and its ability to grow may be affected by numerous
factors, including changes in audience tastes, priorities of advertisers, new
laws and governmental regulations and policies, changes in broadcast technical
requirements, technological advances, entry of new competitors, proposals to
restrict the tax deductibility of certain advertising expenses incurred by
advertisers and changes in the willingness of financial institutions and other
lenders to finance television station acquisitions and operations. The Company
cannot predict which, if any, of these or other factors might have a significant
impact on the television industry in the future, nor can it predict what impact,
if any, the occurrence of these or other events might have on the Company's
operations.

PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION

Property and equipment is carried on the basis of cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets. Buildings and improvements are depreciated over 5 to 20 years; broadcast
and other equipment over 3 to 7 years. Leasehold improvements are amortized over
the remaining life of the lease. Depreciation and amortization include
depreciation on property and equipment of $4,379,000, $5,243,000, $8,405,000,
$4,892,000 and $11,770,000 for the years ended December 31, 1994, 1995 and 1996,
and the nine months ended September 30, 1996 and 1997 respectively, of which
$3,826,000, $4,581,000, $7,346,000, $4,276,000 and $10,287,000 relate to direct
operating expense and $553,000, $662,000, $1,059,000, $616,000 and $1,483,000
relate to selling, general and administrative expenses for the years ended
December 31, 1994, 1995, 1996, and the nine months ended September 30, 1996 and
1997, respectively.

INTANGIBLE ASSETS

Intangible assets consist of amounts by which the cost of acquisitions
exceeded the fair values assigned to net tangible assets. The intangible assets
primarily represent broadcasting licenses, Network affiliation agreements,
organization costs and goodwill. Organization costs are amortized over a five
year period and substantially all other intangible assets are being amortized on
the straight-line method over 20 years.

Subsequent to acquisitions, the Company continually evaluates whether later
events and circumstances have occurred which indicate that the remaining
estimated useful life of intangible assets may warrant revision or that the
remaining balance of such assets may not be recoverable. When factors indicate
that intangible assets should be evaluated for possible impairment, the Company
uses an estimate

F-11
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of the nondiscounted operating income over the remaining life of the intangible
assets in measuring whether the intangible assets are recoverable.

DEFERRED FINANCING COSTS

Deferred financing costs are amortized over the life of the related debt or,
in the case of interest rate protection instruments, over the period of the
instrument.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of December 31, 1995 and 1996 and September 30, 1997, accounts payable
and accrued liabilities is comprised of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1995 1996 1997
--------- --------- -------------
<S> <C> <C> <C>
Trade accounts payable and accruals...................... $ 15,324 $ 36,889 $ 33,627
Severance and litigation costs........................... 9,954 6,232 9,828
Acquired stations integration costs...................... 2,305 2,377 2,717
Facility consolidation costs............................. 4,138 4,340 1,516
Research costs........................................... 612 3,346 803
Accrued compensation..................................... 3,990 8,508 6,514
Other.................................................... 4,943 8,830 10,959
--------- --------- -------------
$ 41,266 $ 70,522 $ 65,964
--------- --------- -------------
--------- --------- -------------
</TABLE>

MINORITY INTEREST

The minority interest in PTIH was acquired by the Company effective October
2, 1996. Minority interest represented the 20% interest in PTIH held by minority
stockholders. Additionally, it included the PTIH consolidated preferred stock
and related dividends due minority stockholders. To the extent that the minority
interest in the book value of PTIH represented an asset, the Company charged the
asset against the majority interest. Subsequent profits earned by PTIH
applicable to the minority interest were allocated to the majority interest to
the extent that minority losses had been previously absorbed by the majority
stockholder.

PROGRAM RIGHTS FOR TELEVISION BROADCAST

Costs incurred in connection with the production of or purchase of rights to
programs to be broadcast within one year are classified as current assets, while
costs of those programs to be broadcast subsequently are considered non-current.
Program costs are charged to expense as the programs are broadcast.

NET REVENUES

Net revenues represents gross revenues, including a Network service fee
payable to the Network by the Affiliated Stations, less agency commissions and
an allocation of Network revenues to the affiliates. Gross revenues and the
related agency commissions and allocation to the affiliates are recognized when
advertising spots are broadcast. No one advertiser represented more than 10% of
gross advertising revenues of the Company for the years ended December 31, 1994,
1995 and 1996 and for the nine months ended September 30, 1996 and 1997.

F-12
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 121--"Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed of." This statement
requires long-lived assets to be held and reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Measurement of an impairment loss for long-lived assets
and identifiable intangibles to be held and used should be based on the fair
value of the asset. It also requires that those long-lived assets and
identifiable intangibles to be disposed of should be reported at the lower of
carrying amount or fair value less cost to sell. This standard was required to
be adopted in 1996. The adoption of this standard did not have a material effect
on the Company's financial statements.

EARNINGS PER SHARE

The 1996 earnings per share calculation has been affected by the impact of
the warrants and options outstanding as common stock equivalents. The
Convertible Preferred Stock (see Notes 11 and 14) outstanding and held in escrow
at December 31, 1996, is not considered a common stock equivalent under the
guidelines of SFAS No. 85 --"Yield Test for Determining Whether a Convertible
Security Is a Common Stock Equivalent" and is not factored in the calculation of
earnings per share. Fully diluted earnings per share is not required to be
disclosed in the financial statements since the effect of the inclusion of the
Convertible Preferred Stock in the calculation as a common stock equivalent
results in dilution of less than 3% (paragraph 14 of APB No. 15).

STOCK SPLIT

All common share and per common share amounts have been adjusted
retroactively for a two for one common stock split effective January 12, 1998.

INCOME TAXES

Income taxes are recognized during the year in which transactions enter into
the determination of financial statement income, with deferred taxes being
provided for temporary differences between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws (see Note
9).

3. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company engaged in significant
transactions with the Network during the years ended December 31, 1994 and 1995,
and during the period January 1, 1996 through October 2, 1996, and through
various other agreements, with the Principal Stockholders, as described below.

F-13
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

3. RELATED PARTY TRANSACTIONS (CONTINUED)
(a) The Company

NETWORK AFFILIATION AGREEMENTS

During the years ended December 31, 1994 and 1995, and during the period
January 1, 1996 through October 2, 1996, pursuant to Network Affiliation
Agreements, the Network acted as the Company's exclusive sales representative
for the sale of all national spot and Network advertising. The Network allocated
a portion of Network advertising revenues to the Company's stations based on a
formula. National spot sales represent time sold on behalf of the Company's
stations by sales representatives employed by the Network. Proceeds of Network
sales were remitted to the Company by the Network, net of an agency commission
and a Network service fee, as described below. The arrangements described above
have continued under UCI.

The Network was obligated to offer programming to the Company and its
Affiliated Stations for a minimum of 84 hours per week. For this service for the
years ended December 31, 1994 and 1995, and during the period January 1, 1996
through October 2, 1996, the Company incurred a Network service fee due the
Network of 38% of its net local, national and Network sales revenues, subject to
certain adjustments. The Network received two minutes of air time for its own
use each hour for which no compensation was received by the Company. The
arrangements described above have continued under UCI. Net revenues for the
years ended December 31, 1994 and 1995, and for the period January 1, 1996
through October 2, 1996, include $99,127,000, $140,465,000 and $114,117,000,
respectively, in gross revenues, representing the Company's allocation of
Network sales, partially offset by a Network service fee of $73,459,000,
$105,274,000 and $86,320,000 for the years ended December 31, 1994 and 1995, and
for the period January 1, 1996 through October 2, 1996, respectively.

(b) Principal Stockholders

SENIOR SUBORDINATED DEBT AND SUBORDINATED NOTES PAYABLE--SEE NOTE 5.

SPONSOR LOANS

Prior to the Reorganization, and in connection with the acquisition of UTG
and the Network and the related financing, Televisa and Venevision had agreed to
provide loans to UTG approximately 15 days after the end of each quarter in
amounts as required by its senior lenders, subject to certain thresholds (as
defined) of the Univision Group ("Sponsor Loans"). The obligation to make such
loans terminated when the Company and the Network distributed to the Principal
Stockholders the aggregate amount of $100,000,000 through dividends or other
distributions (the "Return of Initial Financing"). Each Sponsor Loan was
subordinated to all bank debt and Senior Subordinated Notes (third party
acquisition financing), had an initial term of 15 years, bore interest at a rate
of the lesser of the prime rate or 10%, and required no payment of interest or
principal until maturity. The Sponsor Loans were guaranteed by the Network and
PTIH. Such guarantees were subordinated to the Network guarantee of third party
acquisition financing. Upon the Return of Initial Financing, the holders of the
Sponsor Loans could convert them to conversion notes, which would have been
similar to the Sponsor Loans with respect to subordination and interest, but
would have been payable in seven annual installments, subject to certain
restrictions. The Sponsor Loans were made quarterly in arrears approximately 15
days after quarter end. During 1994, 1995 and 1996, Sponsor Loans were made
totaling $33,936,000, $45,251,000 and $38,381,000, respectively. As of

F-14
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

3. RELATED PARTY TRANSACTIONS (CONTINUED)
December 31, 1995 and October 2, 1996, accrued interest on these loans totaled
$11,052,000 and $18,356,000, respectively. On October 2, 1996, in connection
with the Reorganization, the Company repaid all outstanding Sponsor Loans.

In December 1995 and March 1996, Televisa and Venevision assigned to the
Network $4,670,000 and $5,074,000, respectively, of Sponsor Loans owed to them
by the Company. The assignment was in lieu of payment for program production
costs, under the Program Cost Sharing Agreement, to be incurred by the Network
in the first and second quarters of 1996. This assignment was shown as a
reduction to the Company's Sponsor Loans amount and an increase in the Due to
the Network liability. The payment for production costs for the third quarter of
1996 of $4,500,000 was offset against the third quarter license fee payment due
under the Program License Agreement.

PROGRAM LICENSE AGREEMENTS

In connection with the Reorganization, the Program License Agreements were
amended, the Program Cost Sharing Agreement (which required Televisa and
Venevision to reimburse the Company for one-half of the cost of certain
productions produced or acquired by the Company) was terminated and the
management fee to the Principal Stockholders of 3% of Combined Net Time Sales
(as defined in the Program License Agreement) was eliminated. Under the amended
Program License Agreements, the royalty rate was 11% from the date of
Reorganization through December 31, 1996 has increased to 13.5% for 1997 and
will increase to 15% for all years thereafter.

OTHER

The Principal Stockholders incurred financing and acquisition costs prior to
the acquisitions. The Principal Stockholders were reimbursed on December 17,
1992, for all of these costs except for $1,000,000 withheld from each. This
$3,000,000 was paid to the Principal Stockholders on March 14, 1994.

4. PROPERTY AND EQUIPMENT

Property and equipment, and accumulated depreciation and amortization,
consists of the following as of December 31, 1995 and 1996 and September 30,
1997 (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
--------- ----------- -------------
<S> <C> <C> <C>
Land and improvements.................................. $ 2,394 $ 6,174 $ 6,519
Building and improvements.............................. 4,666 19,200 21,910
Broadcast equipment.................................... 27,699 92,090 103,239
Other equipment........................................ 4,022 7,175 10,910
Construction in progress............................... 664 917 4,722
--------- ----------- -------------
39,445 125,556 147,300
Accumulated depreciation and amortization.............. (13,888) (22,183) (33,362)
--------- ----------- -------------
$ 25,557 $ 103,373 $ 113,938
--------- ----------- -------------
--------- ----------- -------------
</TABLE>

F-15
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

5. DEBT

Long-term debt (excluding the Sponsor Loans and capital leases) consists of
the following at December 31, 1995 and 1996 and September 30, 1997 (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
---------- ---------- -------------
<S> <C> <C> <C>
Bank term facility.................................... $ 107,250 $ 400,000 $ 370,000
Standby term facility................................. 50,000 -- --
Bank working capital facility......................... 9,000 38,000 55,000
Senior subordinated notes............................. 92,050 -- --
Junior subordinated notes payable including accrued
interest............................................ 7,768 60,160 65,774
Related party senior subordinated notes............... 65,204 -- --
Related party subordinated debt....................... 19,530 -- --
Accrued interest--related party senior subordinated
notes and related party subordinated debt........... 12,120 -- --
Variable dividend payable............................. 15,527 -- --
Other................................................. 1,085 987 736
---------- ---------- -------------
379,534 499,147 491,510
Less current portion.................................. (17,313) (40,339) (47,827)
---------- ---------- -------------
Long-term debt........................................ $ 362,221 $ 458,808 $ 443,683
---------- ---------- -------------
---------- ---------- -------------
</TABLE>

The proceeds from the Initial Offering (as defined below) and borrowings
under the New Bank Facility (as defined below), along with cash flows from
operations, provided the resources necessary to repay the amounts owed under and
to terminate the Old Bank Facility (as defined below), defease the Senior
Subordinated Notes, make a $100,000,000 distribution to the Network partners,
pay all outstanding principal and accrued interest on all amounts lent by the
Principal Stockholders to UTG as Sponsor Loans, reclassify the preferred stock
and pay accrued dividends thereon and repay other related party debt, pay the
Galavision note and fund the Entravision investment. Additional amounts under
the New Bank Facility, together with cash flows from operations, will be used
for debt service, capital expenditures, working capital and other general
corporate purposes.

In connection with the Reorganization, the Company entered into the new bank
facility (the "New Bank Facility") with a syndicate of commercial banks and
other lenders. The New Bank Facility consists of a $400,000,000 amortizing term
loan (the "Term Facility") with a final maturity of December 31, 2003, and a
$200,000,000 reducing revolving credit facility (the "Revolving Credit
Facility") maturing on the same date.

The New Bank Facility will also permit the lenders thereunder to advance up
to an additional $250,000,000 of term loans (the "Incremental Facility")
although there are no commitments at this time to lend any such additional
amounts.

The Term Facility began amortizing quarterly commencing in 1997, with
$40,000,000 required to be repaid during 1997. The Revolving Credit Facility
will have quarterly scheduled reductions in availability beginning in 1999. If
any loans are made available under the Incremental Facility, such loans will be
amortized beginning on March 31, 1999, and will be repaid in full on or before
August 31, 2004.

F-16
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

5. DEBT (CONTINUED)
At December 31, 1996, the Company had $77,000,000 available under the New
Bank Facility, excluding the "Incremental Facility".

In addition to the scheduled amortization of the Term Facility and scheduled
reductions of the Revolving Credit Facility described above, 66 2/3% of "excess
cash flow" of the Company (50% if certain leverage tests are satisfied) will be
applied each year, first to ratably reduce loans made under the Term Facility
and the Incremental Facility, and thereafter to reduce the availability under
the Revolving Credit Facility. In addition, proceeds from the sale or other
disposition of assets outside of the ordinary course of business and 80% of the
proceeds of equity offerings by the Company will be similarly applied. Any such
mandatory prepayments will ratably reduce each remaining installment or
scheduled reduction of the Term Facility, the Revolving Credit Facility or the
Incremental Facility.

The New Bank Facility may be voluntarily prepaid by the Company at any time
without premium or penalty.

Loans made under the New Bank Facility bear interest at rates determined by
reference to the ratio of the Company's total indebtedness to EBITDA for the
four fiscal quarters most recently concluded (the "Leverage Ratio"). Interest
rates range from a reserve adjusted Eurodollar rate plus 0.75% to 1.50% per
annum (6.625% at December 31, 1996). The Company has the option to elect a prime
rate also determined by reference to the Leverage Ratio. Under such option,
interest rates range from the prime rate to the prime rate plus 0.25% per annum
(8.25% at December 31, 1996).

The Company has entered into interest rate cap agreements to reduce the
impact of changes in interest rates on its Term Facility, which are determined
by the Eurodollar interest rate plus a margin of 0.75% to 1.50%. At December 31,
1996, the Company had two interest rate cap agreements with commercial banks
covering a total notional principal amount of $220,000,000 of its Term Facility.
The agreements effectively limit the Company's Eurodollar interest rate exposure
to 7% on $220,000,000 of the Term Facility. The Eurodollar interest rate
applicable to the Term Facility from the date of the Reorganization has ranged
from 5.38% to 5.60%, and the margin at December 31, 1996, was 1.125%. The fee
for the interest rate protection agreements of $462,000 was capitalized as a
deferred financing cost and is being amortized over two years, the period of the
instruments, on a straight-line basis.

The New Bank Facility is guaranteed by the Company's subsidiaries and is
secured by a security interest in substantially all of the personal property
assets of the Company and its subsidiaries (subject to limitations of federal
law in the case of FCC licenses of the O&Os).

The New Bank Facility contains limitations on the incurrence of debt and
liens by the Company and its subsidiaries, the payment of dividends, the
disposition of assets, financial performance tests and other restrictions
typical of leveraged credits.

In addition to customary events of default, it will be an event of default
if a change of control occurs (defined as a person or persons other than A.
Jerrold Perenchio or his permitted transferees gaining voting control of the
Company).

Financing activities to fund UCI's operations are anticipated to be
favorably impacted by the increased availability of funds under the New Bank
Facility, partially offset by additional cash requirements for the New Bank
Facility in the form of debt acquisition costs, additional quarterly principal
payments and monthly interest as contrasted with semi-annual interest payments
on the Senior Subordinated Notes and deferred interest on the Sponsor Loans.

F-17
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

5. DEBT (CONTINUED)
The Company's prior bank facility ("Old Bank Facility"), which totaled
$400,000,000, consisted of a $180,000,000 five-year amortizing term loan, a
$70,000,000 six-year revolving credit loan, a $30,000,000 six-year term loan, a
$20,000,000 five-and-one-half-year term loan and a $100,000,000
five-and-one-half-year term loan available under a revolving credit facility,
which was never borrowed against. Interest on the Old Bank Facility was payable
on fixed-rate borrowings at maturity of the borrowing, up to a maximum of three
months, and payable quarterly on floating-rate loans. At December 31, 1995,
interest rates were 6.60% to 8.50% on the Old Bank Facility.

The Junior Subordinated Notes, which have a face value of $10,306,000 and
$61,094,000 and bear simple interest at 7%, were originally payable by PTIH and
UNHP, respectively, to Hallmark Cards, Inc. ("Hallmark") in connection with the
acquisition from the previous owner (the "Junior Subordinated Notes"). The
previous owner has since sold the Junior Subordinated Notes to a third party,
which resold them to the public as a series of notes. The Junior Subordinated
Notes are unsecured, all interest and principal is due on December 17, 2002. As
part of the acquisition of the Network, the Company acquired the obligation
under the Junior Subordinated Notes with the face value of $61,094,000 during
1996. The Junior Subordinated Notes were discounted at an effective rate of
approximately 12.5% in accordance with the purchase method of accounting
described in Note 1. The discounts on the Junior Subordinated Notes with a face
value of $10,306,000 and $71,400,000 are $4,731,000 and $31,424,000 at December
31, 1995 and 1996, respectively. The discounts, which are shown as a reduction
of the related debt, are being amortized under the interest method over the term
of the Junior Subordinated Notes.

During 1996, and as part of the Reorganization, the Company purchased and
defeased the Senior Subordinated Notes. The Senior Subordinated Notes were
scheduled to mature on January 15, 2001, and were subordinate to all Senior
Indebtedness of the Company, including amounts outstanding under the Old Bank
Facility. The Senior Subordinated Notes accrued interest at a rate of 11 3/4%,
payable semi-annually on January 15 and July 15.

As part of the Reorganization, the Company paid the balance of the Related
Party Senior Subordinated Notes. The Related Party Senior Subordinated Notes
represented notes due to affiliates of Televisa and Venevision (See Note 11).
The notes were scheduled to mature on December 16, 2003, and were subordinate to
all Senior Indebtedness of the Company, including amounts outstanding under the
Old Bank Facility. The Notes accrued interest at a rate equal to the AFR average
rate, which was 6.99% at December 31, 1995. Also, notes to the Principal
Stockholders (at the PCI level) that were scheduled to mature on December 17,
2003, accrued interest at a rate of 6.36%.

As part of the Reorganization, the Company paid the balance of the Related
Party Subordinated Debt. The Related Party Subordinated Debt represented debt
due to affiliates of Televisa and Venevision (See Note 11). The notes were
scheduled to mature on December 16, 2005, and were subordinate to all
indebtedness of the Company, including amounts outstanding under the Old Bank
Facility. The Related Party Subordinated Debt accrued interest at a rate equal
to 0.5% per annum in excess of the AFR average rate, which was 7.49% at December
31, 1995. Also, notes to Principal Stockholders that were scheduled to mature on
December 31, 2005, accrued interest at a rate of 6.86%.

F-18
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

5. DEBT (CONTINUED)

The accrued interest payable on the Related Party Senior Subordinated Notes
and the Related Party Subordinated Debt was $12,120,000 at December 31, 1995.
Interest expense was $4,394,000, $3,962,000, $5,484,000, $5,484,000 and $0 for
the years ended December 31, 1994, 1995 and 1996 and for the nine months ended
September 30, 1996 and 1997, respectively.

As part of the Reorganization, the Company paid the balance of the Senior
Subordinated Debt-- Principal Stockholders (at the PTIH level). The Senior
Subordinated Debt--Principal Stockholders were scheduled to mature on December
16, 2003, and was subordinate to all Senior Indebtedness of the Company,
including amounts outstanding under the Old Bank Facility. The Senior
Subordinated Debt-- Principal Stockholders accrued interest at a rate of 6.6%
and was payable on December 16, 2003. The debt arose from the preferred stock
dividends which were declared by PTIH to the minority stockholders effective
December 31, 1995. These dividends were reflected as minority interest in the
Company's 1995 financial statements.

Long-term debt matures as follows (in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
1996
---------------
<S> <C>
1997......................................................................... $ 40,339
1998......................................................................... 50,340
1999......................................................................... 50,264
2000......................................................................... 60,029
2001......................................................................... 70,015
Thereafter................................................................... 228,160
---------------
Total........................................................................ $ 499,147
---------------
---------------
</TABLE>

The Company estimates that the fair value of the bank debt and the Junior
Subordinated Notes at December 31, 1996 approximates book value.

Interest expense, net, reflected in the accompanying consolidated statements
of operations is comprised of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Bank Facilities........................ $ 15,194 $ 16,884 $ 17,249 $ 9,369 $ 22,323
Senior Subordinated Notes.............. 13,752 11,519 11,048 9,626 --
Junior Subordinated Notes.............. 763 857 964 719 5,614
Sponsor Loans.......................... 3,125 7,298 7,304 7,274 --
Related Party.......................... 4,394 3,962 5,484 5,484 --
Capital leases (see Note 6)............ -- -- 913 -- 2,851
Other--net............................. 18 (298) (1,271) (266) (387)
--------- --------- --------- --------- ---------
$ 37,246 $ 40,222 $ 41,691 $ 32,206 $ 30,401
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

F-19
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

6. COMMITMENTS

The Company is obligated under long-term operating leases expiring at
various dates through the year 2017 for office, studio, automobile, tower and
transponder rentals. The Company is also obligated under long-term capital lease
obligations through the year 2011. The following is a schedule by year of future
annual rentals under operating and capital leases as of December 31, 1996 (in
thousands):

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
----------- ----------
<S> <C> <C>
Year ending December 31:
1997......................................................... $ 6,414 $ 6,216
1998......................................................... 6,264 6,276
1999......................................................... 5,819 6,336
2000......................................................... 5,273 6,336
2001......................................................... 3,879 6,336
Thereafter................................................... 24,918 38,078
----------- ----------
Total minimum lease payments................................. $ 52,567 69,578
-----------
-----------
Less: interest and executory costs........................... (27,931)
----------
Total present value of minimum lease payments................ 41,647
Current portion.............................................. (2,318)
----------
Capital lease obligation, net of current portion............. $ 39,329
----------
----------
</TABLE>

Rent expense totaled $2,718,000, $4,460,000, $4,900,000, $3,020,000 and
$6,017,000 for the years ended December 31, 1994, 1995 and 1996 and for the nine
months ended September 30, 1996 and 1997, respectively.

The Company has entered into an agreement with Nielsen Media Research
("Nielsen") to provide television audience measurement services for a five-year
period which began in November 1992. Pursuant to this agreement, the Network and
a competitor are each obligated to pay Nielsen $18,400,000 in increasing annual
amounts from November 1992 through October 1997. As of December 31, 1995 and
1996, included in accrued liabilities are $0 and $2,970,000, respectively,
related to this agreement.

As of December 31, 1996, the Company is committed to pay amounts
approximating $4,200,000, pursuant to multi-year talent contracts, through
December 31, 1997. These payments do not include amounts payable upon the
attainment of certain annual revenue levels or upon the performance of other
contractual provisions. Additionally, the Company has the option to renew
certain long-term talent contracts in 1997 for the year January 1 through
December 31, 1998, for $3,800,000. Concurrent with the Reorganization,
Venevision and Televisa agreed to fund a total of $250,000 per year (one-half of
the costs) of a certain retirement obligation to be paid to one of the personnel
subject to a long-term talent contract.

In January 1997, the Company signed a lease for office and studio premises
for the Dallas, Texas, station. The lease commenced on July 16, 1997, with an
expiration date of April 15, 2017. The average cost of the lease is $570,000 per
year, with a total commitment of $11,260,000.

In June 1997, the Company signed a lease for office and studio premises for
each of the New York station and corporate finance headquarters. The lease
commenced on August 1, 1997 with an expiration

F-20
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

6. COMMITMENTS (CONTINUED)
date of July 31, 2012. The average cost of the lease is $1,326,000 per year with
a total commitment of $19,890,000.

The Company has recently agreed in principle with Televisa to co-produce a
maximum of 800 hours of non-NOVELA programming for airing during the 12 months
commencing October 1, 1998, at a cost of approximately $20 million which cost is
to be borne equally by the two entities. On October 31, 1997, the Company
entered into a non-binding letter of intent with Home Shopping Network, Inc., to
form a joint venture to create and operate a live Spanish-language television
shopping network intended for distribution in the United States, Latin America,
Portugal and Spain. The terms of a definitive agreement are being negotiated,
and the United States business is expected to begin operations at the end of the
first quarter of 1998.

7. EMPLOYEE BENEFITS

The Company has a 401(k) retirement savings plan (the "Plan") covering all
employees who have completed one year of service. The Plan allows the employees
to defer a portion of their annual compensation and the Company may match a
portion of the employees' contributions. For the years ended December 31, 1994,
1995 and 1996 and for nine months ended September 30, 1996 and 1997, the Company
made matching contributions to the Plan totaling $171,000, $478,000, $817,000,
$446,000 and $1,054,000, respectively.

8. CONTINGENCIES

On August 4, 1995, a jury in the 57th District Court of Bexar County, Texas
returned an adverse verdict against UTG, the successor to Univision Station
Group ("USG"), in Emilio Nicolas, Jr. v. Univision Station Group. The lawsuit,
among other things, alleged breach of a September 1990 separation agreement
following the plaintiff's termination from USG's Los Angeles station. The jury
found USG had breached certain provisions of the agreement. It also found that
USG inflicted emotional distress and violated California Labor Code Section 1050
by making a misrepresentation to a prospective employer to prevent plaintiff's
employment. Under that Section any damages awarded for a violation are trebled.
If a judgment had been entered on all issues, the total amount after the
statutory trebling would have been $6,800,000, plus prejudgment interest and
attorneys' fees.

The events which led to the plaintiff's lawsuit occurred before the current
ownership took control of the Company. The Company strongly disagreed with the
verdict and filed pleadings requesting the trial court to enter judgment in the
Company's favor notwithstanding the jury's verdict.

On December 12, 1995, the trial court partially granted the Company's motion
for judgment notwithstanding the verdict. Accordingly, the trial court rendered
judgment that plaintiff recover $5,425,000, denied the plaintiff's motion to
recover an additional $1,400,000 and denied the plaintiff's motion to recover
prejudgment interest and attorneys' fees. Both parties then filed motions for a
new trial but agreed to pursue mediation before having those motions decided. As
a result of the mediation, the parties reached a compromise agreement on
February 15, 1996, settling the litigation, without any admission of wrongdoing
on the part of the Company. Pursuant to that settlement, the trial court entered
an agreed upon modified judgment providing that plaintiff recover $2,975,000 in
full satisfaction of his

F-21
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

8. CONTINGENCIES (CONTINUED)
claims. Thereafter, the Company paid the recovery awarded in the modified
judgment, in consideration for which plaintiff released the Company from the
modified judgment and from any and all claims.

There are various legal actions and other claims pending against the Company
incidental to its business and operations. In the opinion of management, the
resolution of these matters will not have a material effect on the consolidated
financial position or results of operations.

The Network, primarily located in Miami and acquired October 2, 1996,
accounted for 22% of the Company's gross advertising revenues for the year ended
December 31, 1996, and 52% of trade accounts receivable as of December 31, 1996.
The Company's television station serving Los Angeles, California accounted for
37%, 36% and 29% of the Company's gross advertising revenues for the years ended
December 31, 1994, 1995 and 1996, respectively, and 34% and 18% of trade
accounts receivable as of December 31, 1995 and 1996, respectively. The
Company's television station serving Miami, Florida accounted for 22%, 20% and
15% of the Company's gross advertising revenues for the years ended December 31,
1994, 1995 and 1996, respectively, and 22% and 8% of trade accounts receivable
as of December 31, 1995 and 1996, respectively.

9. INCOME TAXES

The Company files a consolidated federal income tax return.

The Company accounts for income taxes under the liability method pursuant to
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are as follows
(in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, SEPT. 30,
---------------------------------- ----------
1994 1995 1996 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Deferred tax assets:
Tax basis of property and equipment in excess of book basis....... $ 400 $ 100 $ 25,000 $ 20,600
Accrued insurance and litigation.................................. 1,700 3,100 3,500 3,200
Accrued vacation.................................................. 400 300 700 800
Deferred compensation............................................. 600 300 2,600 2,500
Purchase accounting accruals...................................... 4,800 3,300 1,500 3,100
Allowance for bad debts........................................... 1,700 1,300 3,400 800
Charitable contributions carryforwards............................ 300 600 900 900
Other differences................................................. -- -- 1,900 638
Net operating loss carryforwards.................................. 39,700 40,500 47,000 35,200
---------- ---------- ---------- ----------
Total deferred tax assets......................................... 49,600 49,500 86,500 67,738
Valuation allowance for deferred tax assets....................... (49,600) (47,500) (79,500) (38,924)
---------- ---------- ---------- ----------
Net deferred tax assets........................................... $ 0 $ 2,000 $ 7,000 $ 28,814
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

No federal income taxes were provided for the years ended December 31, 1994
and 1995, as the Company had a loss for both financial reporting and tax
purposes. For financial reporting and tax purposes, the Company provided for
$229,000 of taxes in 1996 and reported an income tax benefit of $14,850,000 for
the nine months ended September 30, 1997. The income tax benefit for the nine
month

F-22
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

9. INCOME TAXES (CONTINUED)
period ended September 30, 1997 is comprised of a federal and state income tax
provision of approximately $20,000,000 offset by a benefit of approximately
$34,000,000, representing the reversal of deferred tax valuation allowances.

At December 31, 1996, the Company had net operating loss carryforwards of
$80,600,000 that expire in years 2002 through 2005, resulting from the 1992
acquisitions. When realized, the tax benefit of those items will be applied to
reduce goodwill related to the acquisitions. The Company also had net operating
loss carryforwards of approximately $59,500,000 for income tax purposes, which
were generated subsequent to the abovementioned acquisitions and expire in years
2007 through 2011. At December 31, 1995 and 1996, the Company recorded net
deferred tax assets of $2,000,000 and $7,000,000, respectively. Management
believes that, more likely than not, tax benefits will be realized from these
net operating loss carryforwards. The realization of any loss carryforwards is
contingent upon the Company's generating income in future years.

For financial reporting purposes, a valuation allowance of approximately
$79,500,000 at December 31, 1996, was recognized to offset the deferred tax
assets related to these carryforwards and other temporary differences. The
valuation allowance at December 31, 1996 was deemed necessary based upon the
history and accumulation of losses the Company had incurred in the past. During
the third quarter of 1997, the Company had income for both book and tax
purposes; however, the Company has not determined that it has established a
consistent trend of profitability at September 30, 1997. Therefore, at September
30, 1997, the Company has evaluated its deferred taxes and the associated
valuation allowance and has determined that a deferred tax asset of
approximately $67,700,000 and a valuation allowance of approximately
$38,900,000, resulting in a net deferred tax asset of approximately $28,800,000
represents, more likely than not, the tax benefits that will be realized.
Realization of any loss carryforwards is contingent upon the Company's
generating future taxable income. Going forward, the Company will continue to
evaluate if additional deferred tax assets can be realized based on an
evaluation of continuing profitability into the future.

For financial reporting purposes, as of December 31, 1996 and September 30,
1997, the Company has remaining intangible assets of approximately $639,900,000
and $644,300,000, respectively, which are being amortized over the next 16 to 20
years. For tax purposes, the Company has remaining intangible assets of
approximately $79,500,000 as of December 31, 1996 and $101,000,000 as of
September 30, 1997, of which $25,700,000 is expected to be deductible in 1997
and the balance over a 15-year period.

Concurrent with the Offering and Reorganization, the Company recorded
goodwill of approximately $203,000,000 representing the consideration given in
excess of the net assets related to the acquisition of the minority interests of
PTIH and the Network. The amortization of this goodwill is not deductible for
tax purposes, and in accordance with SFAS No. 109, no deferred tax liability was
accrued. Consequently, in future periods, the Company's effective tax rate
provided will be greater than the statutory rate.

10. EARLY EXTINGUISHMENT OF DEBT

During the six months ended June 30, 1996, UTG purchased at a premium
$12,650,000 face amount of its Senior Subordinated Notes, resulting in an
extraordinary loss of $1,181,000, including the write-off of the related
financing costs. During the quarter ended September 30, 1996, UTG purchased at a
premium $11,775,000 face amount of its Senior Subordinated Notes, resulting in
an extraordinary loss of $931,000, including the write-off of the related
financing costs. The remaining face amount on the Senior Subordinated Notes of
$67,625,000 was defeased, resulting in an extraordinary loss of $11,601,000,
including the

F-23
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997
(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

10. EARLY EXTINGUISHMENT OF DEBT (CONTINUED)
write-off of the remaining related financing cost balance of $8,946,000. As a
result, for the year ended December 31, 1996, UTG purchased and defeased at a
premium $92,050,000 face amount of its Senior Subordinated Notes, resulting in a
total extraordinary loss of $13,713,000, including the write-off of the related,
previously deferred, financing costs. The related income tax benefits associated
with these extraordinary losses were $5,485,000 for the twelve months ended
December 31, 1996.

During the year ended December 31, 1995, UTG purchased at a premium
$7,550,000 face amount of its Senior Subordinated Notes, resulting in a total
extraordinary loss of $801,000, including the write-off of the related,
previously deferred, financing costs. There were no related income tax benefits
associated with the extraordinary loss for the twelve months ended December 31,
1995.

During the year ended December 31, 1994, UTG purchased at a premium
$40,400,000 face amount of its Senior Subordinated Notes, resulting in a total
extraordinary loss of $4,321,000, including the write-off of the related,
previously deferred, financing costs. There were no related income tax benefits
associated with the extraordinary loss for the twelve months ended December 31,
1994.

11. PREFERRED STOCK AND RELATED PARTY DEBT

At December 31, 1994 and 1995, PTIH had 108,000 shares of preferred stock
authorized and 90,553 shares issued and outstanding. Of the amount issued and
outstanding, 72,553 shares, 9,000 shares and 9,000 shares were designated Class
P, T and V Participating Preferred Stock ("Preferred Stock"), respectively. The
Class P shares were held by PCI. The Preferred Stock was entitled to a fixed
dividend of $1,167.89 per share for the Class P shares and $459.27 per share for
both the Class T and V shares ("Fixed Dividends"), in addition to a cumulative
annual dividend based upon a variable interest rate ("Variable Dividends") in an
amount equal to interest on Class P, T and V "Assumed Principal Amounts" from
December 17, 1992 until paid. All Fixed and Variable Dividends were payable
prior to the payment of any common stock dividends, in which the Preferred Stock
generally participates on a share-for-share basis, including any such dividends
resulting from a liquidation or dissolution of PTIH. All shares of Preferred
Stock had the same voting rights as common stock, generally on a share-for-share
basis.

At December 31, 1994 and 1995, PCI had 108,000 shares of preferred stock
authorized and 90,000 shares issued and outstanding. Of the amount issued and
outstanding, 85,500 shares, 2,250 shares and 2,250 shares had been designated
Class P, T and V Participating Preferred Stock ("Preferred Stock"),
respectively. The Preferred Stock was entitled to a fixed dividend of $362.58
per share for the Class P, T and V shares ("Fixed Dividends"), in addition to a
cumulative annual dividend based upon a variable interest rate ("Variable
Dividends") in an amount equal to interest on Class P, T and V "Assumed
Principal Amounts" from December 17, 1992 until paid. All Fixed and Variable
Dividends were payable prior to the payment of any common stock dividends, in
which the Preferred Stock generally participated on a share-for-share basis,
including any such dividends resulting from a liquidation or dissolution of PCI.
All shares of Preferred Stock had the same voting rights as common stock,
generally on a share-for-share basis.

F-24
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

11. PREFERRED STOCK AND RELATED PARTY DEBT (CONTINUED)

Effective December 31, 1995, the Fixed Dividends aggregating $40,899,060
were paid in the form of Senior Subordinated and Subordinated Notes (see Note
5).

As part of the Reorganization, the Company converted all of the PCI and PTIH
Preferred Stock to Common Stock. At December 31, 1996, the Company had
10,000,000 shares of new Preferred Stock authorized and 12,000 outstanding and
held in escrow (see Note 14).

In connection with the Acquisition of the Sacramento station, the Company
issued 12,000 shares of preferred stock, having one vote per share, a
liquidation preference of $1,000 per share (plus accrued and unpaid dividends)
and a cumulative annual dividend preference (commencing on the closing of the
acquisition) of 6% per share per annum ($15.00 per quarter per share),
increasing to 9% per share per annum if accrued and unpaid dividends per share
equal or exceed $30.00. The preferred stock would be convertible into Class A
Common Stock at the option of the holder until the fourth anniversary of the
closing of the acquisition at a conversion price of $16.34375. The preferred
stock would be redeemable at the option of the holder at any time, and by the
Company after the fourth anniversary of the issuance of the preferred stock, in
each case, for an amount equal to the liquidation preference. Consequently,
holders of this preferred stock would have greater rights than holders of the
Class A Common Stock.

12. THE INITIAL OFFERING AND REORGANIZATION

On September 26, 1996, UCI's initial public offering (the "Initial
Offering") of 18,791,000 shares (post 1998 stock split) of its Class A Common
Stock was declared effective. In connection with the Initial Offering, on
October 2, 1996, the operations of UTG and the Network were combined and the
ownership was reorganized under UCI.

Concurrent with the Initial Offering, the Company exchanged PCI preferred
stock and PTIH common and preferred stock outstanding for PCI common stock
resulting in 253,332 common shares (post 1998 stock split) outstanding prior to
the Reorganization.

The Company consummated the following transactions concurrent with the
Initial Offering and Reorganization:

(a) On September 30, 1996, the Company entered into the New Bank Facility,
repaid $164,900,000 owed under the Old Bank Facility and terminated the
Old Bank Facility;

(b) On September 30, 1996, the Company defeased UTG's Senior Subordinated
Notes by, among other things, depositing $74,200,000 with the trustee
under the indenture governing such notes;

(c) On September 30, 1996, the Network made a distribution to its partners
in the amount of $60,000,000. UCI advanced the Network $60,000,000 to
fund this distribution;

(d) On September 30, 1996, the Program License Agreements were amended, the
Program Cost Sharing Agreement (which required Televisa and Venevision to
reimburse the Company for one-half of the cost of certain productions
produced or acquired by the Company) was terminated and the management
fee to the Principal Stockholders of 3% of Combined Net Time Sales was
eliminated. Under the amended Program License Agreements, the royalty
rate was 11% from October 1, 1996 through December 31, 1996, has
increased to 13.5% for 1997 and will increase to 15% for all years
thereafter;

(e) On October 2, 1996, the Company acquired the Network from its partners
in exchange for 19,014.5 shares of Common Stock and $40,000,000 in cash,
and UTG became a wholly-owned

F-25
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

12. THE INITIAL OFFERING AND REORGANIZATION (CONTINUED)
subsidiary of the Company. The Company effected a dividend of 227.0
shares on each share of Class P Common Stock, Class T Common Stock and
Class V Common Stock, and the warrants were adjusted to reflect the new
capital structure of the Company;

(f) On October 2, 1996, the Company paid $88,000,000 to the Principal
Stockholders and their affiliates, representing payment of outstanding
principal of and accrued interest on certain debentures and accrued
dividends on certain preferred stock issued by the Company and its
subsidiaries in connection with the Acquisition and approximately
$43,000,000 to the Principal Stockholders and their affiliates,
representing full payment of outstanding principal of, and interest on,
certain notes issued in payment of certain accrued dividends as of
December 31, 1995;

(g) On October 2, 1996, the Company paid $149,000,000 to Televisa and
Venevision, representing full payment of outstanding principal of, and
accrued interest on, all amounts owed to them by UTG with respect to
Sponsor Loans made subsequent to the Acquisition, and the obligations to
make the Sponsor Loans terminated;

(h) On October 2, 1996, the Company paid $15,300,000 to Televisa,
representing full payment of outstanding principal of and accrued
interest on the note issued by the Company as of July 1, 1996 to Televisa
as payment for the acquisition of Galavision. This acquisition was
accounted for under the purchase method of accounting and accordingly,
Galavision's operating results have been included with the Company's
since October 3, 1996.

13. 1996 PERFORMANCE AWARD PLAN

In 1996, the Company adopted a 1996 Performance Award Plan (the "Plan") that
reserves shares of Class A Common Stock for issuance to Company officers, key
employees and other eligible persons as determined by the Board of Directors or
Plan Committee (as appointed by the Board). The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensation". Accordingly, no compensation
cost has been recognized for the Plan. Had compensation cost for the Company's
Plan been determined based on the fair value at the grant date for awards issued
during 1996 and the nine months ended September 30, 1997, consistent with the
provisions of SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
DEC. 31, SEPT. 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1996 1997
- ------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
Net income -- as reported............................................... $ 10,365 $ 49,990
Net income -- pro forma................................................. $ 8,892 $ 45,029
Earnings per share -- as reported....................................... $ 0.09 $ 0.44
Earnings per share -- pro forma......................................... $ 0.08 $ 0.39
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants issued during 1996 and the nine months ended
September 30, 1997, respectively: dividend yield of 0% and 0%, expected
volatility of 31.865% and 31.840%, risk-free interest rate of 6.02% and 6.34%,
and expected lives of three and five years.

F-26
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

13. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
Under the Plan approved by the Board of Directors and stockholders, the
maximum number of shares of Class A Common Stock that may be granted is
11,000,000. The maximum number of shares that may be granted to any individual
during any calendar year is 1,000,000. For 1996, the maximum number was
4,000,000 and thereafter, 2,750,000 shares per year, excluding any awards, if
any, granted to an eligible employee who is hired in that year to become the
chief executive officer of the Company. The Plan provides that shares granted
come from the Company's authorized but unissued Class A Common Stock and any
shares of its Class A Common Stock held as treasury shares. Grants may be in the
form of either nonqualified stock options, incentive stock options, stock
appreciation rights, restricted stock awards, performance share awards, stock
bonuses or cash bonus awards.

The price of the options granted pursuant to the Plan cannot be less than
100% of the fair market value of the shares on the date of grant (110% in the
case of an incentive stock option). No award will be exercisable after ten years
from the date granted. Unless approved by the Board of Directors, no award may
vest more quickly than 25% per year, other than in the case of options issued in
connection with the Initial Offering or awards granted in lieu of cash bonuses,
which may vest at the rate of 50% per year.

Information regarding the Plan for December 31, 1996 and September 30, 1997
is as follows:

<TABLE>
<CAPTION>
DEC. 31, SEPT. 30,
1996 1997
------------ ------------
<S> <C> <C>
Number of shares under stock options:
Outstanding at beginning of period........................................ -- 3,868,000
Granted................................................................... 3,868,000 205,000
Exercised................................................................. -- 20,000
Cancelled................................................................. -- 24,000
------------ ------------
Outstanding at end of period.............................................. 3,868,000 4,029,000
Available for grant at end of period...................................... 7,132,000 6,951,000
Exercisable at end of period.............................................. -- 2,106,000

Weighted average exercise price:
Granted................................................................... $ 11.50 $ 18.46
Exercised................................................................. -- $ 11.50
Cancelled................................................................. $ 11.50 $ 11.50
Outstanding at end of period.............................................. -- $ 11.85
Exercisable at end of period.............................................. -- $ 11.50

Weighted-average fair value of options granted during the period............ $ 3.39 $ 7.32
</TABLE>

F-27
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1994, 1995 AND 1996 AND SEPTEMBER 30, 1996 AND 1997

(ALL DATA WITH RESPECT TO SEPTEMBER 30, 1996 AND 1997 ARE UNAUDITED)

13. 1996 PERFORMANCE AWARD PLAN (CONTINUED)

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------------------------
WEIGHTED
AVERAGE
NUMBER OUTSTANDING REMAINING
AT SEPTEMBER 30, CONTRACTUAL WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES 1997 LIFE EXERCISE PRICE
- ----------------------------------------------- ------------------- --------------- -----------------
<S> <C> <C> <C>
$11.50 - $16.50 3,824,000 9.0 years $ 11.50
$16.51 - $21.50 205,000 9.5 years $ 18.46
</TABLE>

<TABLE>
<CAPTION>
OPTIONS EXERCISABLE
-------------------------------------
NUMBER EXERCISABLE
AT SEPTEMBER 30, WEIGHTED AVERAGE
RANGE OF EXERCISE PRICES 1997 EXERCISE PRICE
- ------------------------------------------ ------------------ -----------------
<S> <C> <C>
$11.50 - $16.50 2,106,000 $ 11.50
</TABLE>

During the nine months ended September 30, 1997, 20,000 options were
exercised for 20,000 shares of Class A Common Stock resulting in a change to
Paid-in-capital of $352,000, which included a tax benefit associated with the
transaction of $122,000.

F-28
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY
OFFER TO BUY, THE CLASS A COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 9
Use of Proceeds........................................................... 14
Dividend Policy........................................................... 14
Capitalization............................................................ 15
Market Prices of Common Stock............................................. 15
Unaudited Pro Forma Consolidated Condensed Statements of Operations....... 16
Selected Historical Financial Data........................................ 19
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 21
Business.................................................................. 32
Management................................................................ 54
Certain Transactions...................................................... 56
Principal and Selling Stockholders........................................ 58
Description of Capital Stock.............................................. 61
Underwriting.............................................................. 67
Legal Matters............................................................. 68
Experts................................................................... 68
Available Information..................................................... 69
Incorporation of Certain Documents by Reference........................... 69
Index to Consolidated Financial Statements................................ F-1
</TABLE>

21,000,000 SHARES

UNIVISION
COMMUNICATIONS INC.

[LOGO]

CLASS A COMMON STOCK

---------------------
PROSPECTUS
---------------------

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER

BT ALEX. BROWN
NATIONSBANC MONTGOMERY
SECURITIES LLC

SCHRODER & CO. INC.

, 1998

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the
issuance and distribution of the Class A Common Stock being registered. All
amounts are estimates except the Securities and Exchange Commission registration
fee and the NASD filing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. 258,654
NASD filing fee................................................. 30,500
Accounting fees and expenses.................................... 100,000*
Legal fees and expenses......................................... 100,000*
Blue Sky qualification fees and expenses........................ 1,000*
Printing expenses............................................... 100,000*
Transfer agent and registrar fees............................... 5,000*
Miscellaneous................................................... 4,846*
----------
Total....................................................... $ 600,000
----------
----------
</TABLE>

------------------------------

* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the extent that the Board of Directors or the stockholders of the Company
may in the future wish to limit or repeal the ability of the Company to provide
indemnification as set forth in the Company's Restated Certificate of
Incorporation, such repeal or limitation may not be effective as to directors
and officers who are parties to the Indemnification Agreements, because their
rights to full protection would

II-1
<PAGE>
be contractually assured by the Indemnification Agreements. It is anticipated
that similar contracts may be entered into, from time to time, with future
directors of the Company.

The Form of Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification by the Underwriters of the Company and
its directors and officers for certain liabilities arising under the Securities
Act or otherwise.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
*1 Form of Underwriting Agreement

3.1 Restated Certificate of Incorporation of the Company

3.1a Certificate of Designation, Preferences and Rights of Series A Cumulative Convertible Preferred Stock of
the Company

3.1b Certificate of Amendment of Restated Certificate of Incorporation of the Company

3.2 Amended and Restated Bylaws of the Company

5 Opinion of O'Melveny & Myers LLP, legal counsel for the Company

11.1 Computation of Historical Primary and Fully Diluted Earnings Per Share

23.1 Consent of Arthur Andersen LLP, independent accountants of the Company

23.2 Consent of O'Melveny & Myers LLP, legal counsel for the Company (included in Exhibit 5)

24 Power of Attorney (contained in Part II of the Registration Statement)
</TABLE>

- ------------------------

* To be filed by amendment.

(a) FINANCIAL STATEMENT SCHEDULES.

All schedules are omitted because they are not required, are not applicable,
or the information is incorporated by reference.

ITEM 17. UNDERTAKINGS

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such

II-2
<PAGE>
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

(i) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of the registration statement as of the time it was
declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, County of Los Angeles, State of
California, on the 13th day of January, 1998.

UNIVISION COMMUNICATIONS INC.

By: /s/ A. JERROLD PERENCHIO
-----------------------------------------
A. Jerrold Perenchio
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

We the undersigned directors and officers of Univision Communications Inc.
hereby constitute and appoint Robert V. Cahill, George Blank, Henry Cisneros and
A. Jerrold Perenchio or any of them, our true and lawful attorneys and agents,
to do any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, that said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, any rules, regulations, and
requirements of the SEC, in connection with this Regulation, including
specifically, but not limited to, power and authority to sign for us or any of
us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we hereby ratify
and confirm all that the said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
/s/ A. JERROLD PERENCHIO
- ------------------------------ Chairman of the Board and January 13, 1998
A. Jerrold Perenchio Chief Executive Officer

Executive Vice President
and Chief Financial
/s/ GEORGE W. BLANK Officer, in his
- ------------------------------ capacities as chief January 13, 1998
George W. Blank financial officer and
principal accounting
officer

- ------------------------------ President, Chief Operating January 13, 1998
Henry Cisneros Officer and Director
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
/s/ GUSTAVO CISNEROS
- ------------------------------ Director January 13, 1998
Gustavo Cisneros

/s/ LAWRENCE DAM
- ------------------------------ Director January 13, 1998
Lawrence Dam

/s/ HAROLD GABA
- ------------------------------ Director January 13, 1998
Harold Gaba

/s/ ALAN HORN
- ------------------------------ Director January 13, 1998
Alan Horn

/s/ JOHN PERENCHIO
- ------------------------------ Director January 13, 1998
John Perenchio

/s/ RAY RODRIGUEZ
- ------------------------------ Director January 13, 1998
Ray Rodriguez
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
- -----------
<C> <S> <C>
*1 Form of Underwriting Agreement

3.1 Restated Certificate of Incorporation of the Company

3.1a Certificate of Designation, Preferences and Rights of Series A Cumulative Convertible Preferred
Stock of the Company

3.1b Certificate of Amendment of Restated Certificate of Incorporation of the Company

3.2 Amended and Restated Bylaws of the Company

5 Opinion of O'Melveny & Myers LLP, legal counsel for the Company

11.1 Computation of Historical Primary and Fully Diluted Earnings Per Share

23.1 Consent of Arthur Andersen LLP, independent accountants of the Company

23.2 Consent of O'Melveny & Myers LLP, legal counsel for the Company (included in Exhibit 5)

24 Power of Attorney (contained in Part II of the Registration Statement)
</TABLE>

- ------------------------

* To be filed by amendment.

<PAGE>
EXHIBIT 3.1

RESTATED
CERTIFICATE OF INCORPORATION
of
UNIVISION COMMUNICATIONS INC.

UNIVISION COMMUNICATIONS INC., a Delaware corporation, hereby certifies as
follows:

1. The name of the Corporation is UNIVISION COMMUNICATIONS INC. The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on April 30, 1992. The original
name of the Corporation was Perenchio Communications, Inc.

2. This Restated Certificate of Incorporation of UNIVISION
COMMUNICATIONS INC. amends and restates the provisions of the Restated
Certificate of Incorporation of the Corporation, as amended, and was duly
adopted in accordance with Sections 242 and 245 of the General Corporation Law
of the State of Delaware and by unanimous written consent of the Stockholders in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.

3. The text of the Restated Certificate of Incorporation is hereby
amended and restated to read in its entirety as follows:

FIRST: The name of the Corporation is UNIVISION COMMUNICATIONS INC.

SECOND: The registered office of the Corporation in the State of
Delaware is located at: 1013 Centre Road, Wilmington, County of New Castle
19805. The registered agent of the Corporation at that address is the
Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "GCL").

FOURTH: The Corporation shall have the authority to issue 197,660,000
shares of Common Stock, par value $.01 per share, divided into the following
classes:

(i) 150,000,000 shares of Class A Common Stock (the "Class A
Common Stock");

(ii) 23,830,000 shares of Class P Common Stock (the "Class P Common
Stock");

<PAGE>

(iii) 11,915,000 shares of Class T Common Stock (the "Class T Common
Stock"); and

(iv) 11,915,000 shares of Class V Common Stock (the "Class V Common
Stock" and together with the Class A Common Stock, the Class P Common Stock
and the Class T Common Stock, the "Common Stock").

The Corporation shall also have the authority to issue 10,000,000
shares of Preferred Stock, par value $.01 per share (the "Preferred Stock").

I. Common Stock

Except as otherwise provided by law or by this Restated Certificate of
Incorporation, each of the shares of the Common Stock shall be identical in all
respects, including with respect to dividends and upon liquidation.

(i) STOCK DIVIDENDS; STOCK SPLITS.

(a) A dividend of Common Stock on any share of Common Stock
shall be declared and paid only in an equal per share amount on the then
outstanding shares of each class of Common Stock and only in shares of the
same class of Common Stock as the shares on which the dividend is being
declared and paid. For example, if and when a dividend of Class A Common
Stock is declared and paid to the then outstanding shares of Common Stock:
(1) the dividend of Class A Common Stock shall be paid solely to the
outstanding shares of Class A Common Stock; and (2) a dividend of Class P
Common Stock, Class T Common Stock, and Class V Common Stock shall
similarly be declared and paid in an equal per share amount solely to the
then outstanding shares of Class P Common Stock, Class T Common Stock, and
Class V Common Stock, respectively.

(b) If the Corporation shall in any manner subdivide or
combine, or make a rights offering with respect to, the outstanding shares
of Class A Common Stock, Class P Common Stock, Class T Common Stock, or
Class V Common Stock, the outstanding shares of the other classes of Common
Stock shall be proportionally subdivided or combined, or a rights offering
shall be made, in the same manner and on the same basis as the outstanding
shares of Class A Common Stock, Class P Common Stock, Class T Common Stock,
or Class V Common Stock, as the case may be, that have been subdivided or
combined or made subject to a rights offering.

(ii) VOTING RIGHTS.

(a) The holders of the Class A Common Stock, the Class T
Common Stock, and the Class V Common Stock shall have one (1) vote for
each share held, whereas, the holders of the Class P Common Stock

<PAGE>

shall have ten (10) votes for each share held; provided, however, that
during any time period that A. Jerrold Perenchio is Incapacitated, the
Class P Common Stock shall only have one (1) vote per share.

(b) Members of the Board of Directors of the Corporation
shall be elected as set forth in Section III of this Article FOURTH.

(c) Article III, Section 2 and Article III, Section 12 of
the Bylaws shall not be amended by action of the stockholders without
(i) unless a Class T Voting Conversion has occurred, the approval of
holders of a majority of the outstanding Class T Common Stock (voting
as a separate class) AND (ii) unless a Class V Voting Conversion has
occurred, the approval of holders of a majority of the outstanding
Class V Common Stock (voting as a separate class).

(iii) CONVERSION RIGHTS.

(a) VOLUNTARY CONVERSION. Each share of Class P Common
Stock, Class T Common Stock, and Class V Common Stock shall be
convertible into one fully paid and non-assessable share of Class A
Common Stock at any time at the option of the holder thereof.

(b) AUTOMATIC CONVERSION. Each share of Class P Common
Stock, Class T Common Stock, and Class V Common Stock shall convert
automatically into one fully paid and non-assessable share of Class A
Common Stock upon its Transfer (as defined below) to any party other
than a Permitted Transferee (as defined below) of the holder thereof.
Each share of Class P Common Stock shall convert automatically into
one fully paid and non-assessable share of Class A Common Stock upon
the death of A. Jerrold Perenchio or when the Class P Holders (as
defined below) own less than the Required Amount (as defined below).

(c) UNCONVERTED SHARES. If less than all of the shares of
Class P Common Stock, Class T Common Stock, or Class V Common Stock
are converted under subparagraph (a) or (b) above, and such shares are
evidenced by a certificate surrendered to the Corporation in
accordance with procedures as the Board of Directors may determine,
representing shares in excess of the shares being converted, the
Corporation shall execute and deliver to or upon the written order of
the holder of such certificate, without charge to the holder, a new
certificate evidencing the number of shares of Class P Common Stock,
Class T Common Stock, or Class V Common Stock, as the case may be, not
converted.

<PAGE>

(d) RESERVATION. The Corporation hereby reserves and shall
at all times reserve and keep available, out of its authorized and
unissued shares of Class A Common Stock, to effect conversions, such
number of duly authorized shares of Class A Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding
shares of Class P Common Stock, Class T Common Stock, and Class V
Common Stock. The Corporation covenants that all of the shares of
Class A Common Stock so issuable shall, when so issued, be duly and
validly issued, fully paid, and non-assessable, and free from liens
and charges with respect to the issue. The Corporation will take all
such action as may be necessary to assure that all such shares of
Class A Common Stock may be so issued without violation of any
applicable law or regulation.

(iv) ELIMINATION OF CLASS RIGHTS.

(a) CLASS T COMMON STOCK. Upon the occurrence of a Class T
Voting Election (as defined below), the rights of the Class T Holders
to vote as a separate class with respect to any matter (except as
required by law) shall cease and be eliminated. The "Class T Voting
Election" shall be conclusively deemed to have occurred upon receipt
by the secretary of the Corporation of a written consent signed by the
record holders of a majority of the outstanding shares of Class T
Common Stock electing to eliminate the voting rights of the Class T
Common Stock as provided in the preceding sentence and such election
shall be irrevocable. Additionally, if at any time the Class T
Holders own (or would own upon exercise of any warrants to purchase
Class T Common Stock) less than the Class T Required Amount (a "Class
T Voting Event", and together with a Class T Voting Election, a "Class
T Voting Conversion"), the rights of the Class T Holders to vote as a
separate class with respect to any matter (except as required by law)
shall cease and be eliminated. From and after a Class T Voting
Conversion, the Class T Holders shall vote together as a class with
the holders of the Class A Common Stock and the Class P Common Stock
(and, if a Class V Voting Conversion has occurred, the Class V
Holders), except as required by law.

(b) CLASS V COMMON STOCK. Upon the occurrence of a Class V
Voting Election (as defined below), the rights of the Class V Holders
to vote as a separate class with respect to any matter (except as
required by law) shall cease and be eliminated. The "Class V Voting
Election" shall be conclusively deemed to have occurred upon receipt
by the secretary of the Corporation of a written consent signed by the
record holders of a majority of the outstanding shares of Class V
Common Stock electing to eliminate the voting rights of the Class V
Common Stock as provided in the preceding sentence and such election
shall be irrevocable. Additionally, if at any time the Class V
Holders own (or would own upon

<PAGE>

exercise of any warrants to purchase Class V Common Stock) less than
the Class V Required Amount (a "Class V Voting Event", and together
with a Class V Voting Election, a "Class V Voting Conversion"), the
rights of the Class V Holders to vote as a separate class with respect
to any matter (except as required by law) shall cease and be
eliminated. From and after a Class V Voting Conversion, the Class V
Holders shall vote together as a class with the holders of the Class A
Common Stock and the Class P Common Stock (and, if a Class T Voting
Conversion has occurred, the Class T Holders), except as required by
law.

II. Preferred Stock.

The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Restated Certificate of
Incorporation and the Bylaws, by resolution or resolutions of the Board of
Directors, from time to time to provide for the issuance of the shares of the
Preferred Stock in one or more series and to establish the number of shares to
be included in each such series and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof.

The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:

(i) The number of shares constituting that series and the
distinctive designation of that series;

(ii) The dividend rate, if any, on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
that series;

(iii) Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall be subject to conversion or
exchange, and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate in such
events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the type and amount of
consideration per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;

<PAGE>

(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

(vii) The rights, if any, of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

(viii) Any other relative rights, preferences and limitations, if
any, of that series.

III. Election of Directors

The Directors of the Corporation shall be elected as follows:

(i) Subject to Sections III(ii) and (iii) below, the holders of
the Class A Common Stock and the Class P Common Stock, voting together as a
separate class, shall be entitled to elect a number of directors (and
alternate directors) equal to the greater of (a) six (6) or (b) 50% of the
then authorized number of directors that constitutes the Entire Board
(rounding any number that is not a whole number to the next highest whole
number). The directors that the holders of the Class A Common Stock and
the Class P Common Stock, have the right to elect hereunder are referred to
as the "Class A/P Director(s)" and the alternate directors that the holders
of the Class A Common Stock and Class P Common Stock have the right to
elect hereunder are referred to as the "Class A/P Alternate Director(s)."
Subject to Sections III(ii) and (iii) below, the holders of the Class A
Common Stock and the Class P Common Stock, voting together as a separate
class, shall also have the sole right to remove any Class A/P Director or
Class A/P Alternate Director without cause. Subject to Sections III(ii)
and (iii) below, any vacancy in the office of a Class A/P Director or Class
A/P Alternate Director or any newly created Class A/P directorship or
alternate directorship shall be filled solely by (x) the holders of the
Class A Common Stock and the Class P Common Stock (and if a Class T Voting
Conversion or a Class V Voting Conversion has occurred, the Class T Common
Stock or Class V Common Stock, as the case may be), voting together as a
separate class, or (y) a majority of the remaining Class A/P Directors or
the sole remaining Class A/P Director.

(ii) Unless a Class T Voting Conversion has occurred, the holders
of the Class T Common Stock, voting as a separate class, shall be entitled
to elect one (1) director and one (1) alternate director; PROVIDED,
HOWEVER, that at such time as the Communications Act of 1934, and the
rules, regulations, decisions and written policies of the Federal
Communications Commission thereunder (as the same may be amended from time
to time, the "Communications Act") permits Aliens (as defined below) to own
at least thirty-seven and one-half percent (37.5%) but less than fifty
percent (50%) of the Corporation's capital stock, unless a Class T

<PAGE>

Voting Conversion has occurred, the holders of the Class T Common Stock,
voting as a separate class, shall be entitled to elect a number of
directors (and alternate directors) equal to the greater of (a) two (2) or
(b) 20% of the then authorized number of directors that constitutes the
Entire Board (rounding any number that is not a whole number to the next
highest whole number); provided, further, that at such time as the
Communications Act permits Aliens to own at least fifty percent (50%) of
the Corporation's capital stock, unless a Class T Voting Conversion has
occurred, the holders of the Class T Common Stock, voting as a separate
class, shall be entitled to elect a number of directors (and alternate
directors) equal to the greater of (a) three (3) or (b) 25% of the then
authorized number of directors that constitutes the Entire Board (rounding
any number that is not a whole number to the next highest whole number).
The directors that the holders of the Class T Common Stock have the right
to elect hereunder are referred to as the "Class T Director(s)" and the
alternate directors that the holders of the Class T Common Stock have the
right to elect hereunder are referred to as the "Class T Alternate
Director(s)". Unless a Class T Voting Conversion has occurred, the holders
of the Class T Common Stock, voting as a separate class, shall also have
the sole right to remove any Class T Director or Class T Alternate Director
without cause. Any vacancy in the office of a Class T Director or Class T
Alternate Director or any newly created Class T directorship or alternate
directorship shall be filled solely by (x) the holders of the Class T
Common Stock, voting as a separate class, or (y) a majority of the
remaining Class T Directors or the sole Class T Director (as the case may
be) unless a Class T Voting Conversion has occurred. At such time as a
Class T Voting Conversion has occurred, the Class T Directors and Class T
Alternate Directors shall be redesignated as Class A/P Directors and Class
A/P Alternate Directors, respectively, and the number of Class A/P
Directors (and Class A/P Alternate Directors), shall be increased by the
number of Class T Directors (and Class T Alternate Directors) so
redesignated.

(iii) Unless a Class V Voting Conversion has occurred, the holders
of the Class V Common Stock, voting as a separate class, shall be entitled
to elect one (1) director and one (1) alternate director; PROVIDED,
however, that at such time as the Communications Act permits Aliens to own
at least thirty-seven and one-half percent (37.5%) but less than fifty
percent (50%) of the Corporation's capital stock, unless a Class V Voting
Conversion has occurred, the holders of the Class V Common Stock, voting as
a separate class, shall be entitled to elect a number of directors (and
alternate directors) equal to the greater of (a) two (2) or (b) 20% of the
then authorized number of directors that constitutes the Entire Board
(rounding any number that is not a whole number to the next highest whole
number); provided, further that at such time as the Communications Act
permits Aliens to own at least fifty percent (50%) of the Corporation's
capital stock, unless a Class V Voting Conversion has occurred, the holders
of the Class V Common Stock, voting as a separate class, shall be entitled
to elect a number of directors (and alternate directors) equal to the
greater of (a) three (3) or (b) 25%

<PAGE>

of the then authorized number of directors that constitutes the Entire
Board (rounding any number that is not a whole number to the next highest
whole number). The directors that the holders of the Class V Common Stock
have the right to elect hereunder are referred to as the "Class V
Director(s)" and the alternate directors that the holders of the Class V
Common Stock have the right to elect hereunder are referred to as the
"Class V Alternate Director(s)". Unless a Class V Voting Conversion has
occurred, the holders of the Class V Common Stock, voting as a separate
class, shall also have the sole right to remove any Class V Director or
Class V Alternate Director without cause. Any vacancy in the office of a
Class V Director or Class V Alternate Director or any newly created Class V
directorship or alternate directorship shall be filled solely by (x) the
holders of the Class V Common Stock, voting as a separate class, or (y) a
majority of the remaining Class V Directors or the sole Class V Director
(as the case may be) unless a Class V Voting Conversion has occurred. At
such time as a Class V Voting Conversion has occurred, the Class V
Directors and Class V Alternate Directors shall be redesignated as Class
A/P Directors and Class A/P Alternate Directors, respectively, and the
number of Class A/P Directors (and Class A/P Alternate Directors), shall be
increased by the number of Class V Directors (and Class V Alternate
Directors) so redesignated

IV. Certain Definitions

As used in this Restated Certificate of Incorporation, the following terms
have the meanings indicated:

"Affiliate" means any person or entity directly or indirectly
controlling or controlled by or under direct or indirect common control with
another Person.

"Alien" shall have the meaning given to such term from time to time
under the Communications Act.

"Class P Holders" means (i) A. Jerrold Perenchio, and/or (ii) any
Permitted Transferee of A. Jerrold Perenchio.

"Class T Holders" means (i) Grupo Televisa, S.A., and/or (ii) any
Permitted Transferee of Grupo Televisa, S.A.

"Class V Holders" means (i) Gustavo A. Cisneros and Ricardo J.
Cisneros (the "Cisneros Brothers") and/or (ii) any Permitted Transferee of the
Cisneros Brothers.

"Entire Board" means that number of directors of the Corporation which
would be in office if there are no vacancies on the Board of Directors and no
unfilled newly created directorships.

<PAGE>

"Incapacitated" with respect to A. Jerrold Perenchio means that a
conservator of the estate with respect to A. Jerrold Perenchio has been
appointed under the provisions of Section 1800 et. seq. of the California
Probate Code (or similar provision under the applicable law of the state where
A. Jerrold Perenchio is then domiciled) and that such conservatorship has not
been rescinded.

"Participation Agreement" means that certain Participation Agreement
to be entered into among A. Jerrold Perenchio, Grupo Televisa, Ricardo and
Gustavo Cisneros and Venevision, dated as of October 2, 1996, as such agreement
may be amended and modified or supplemented.

"Permitted Transferee" means

(i) any entity all of the equity (other than directors'
qualifying shares) of which is directly or indirectly owned by the
transferor and that is not an Affiliate of any other Person;

(ii) in the case of a transferor who is an individual,
(a) such transferor's spouse and lineal descendants, (b) subject to Article
FOURTH, Section I(iii)(b) in the case of A. Jerrold Perenchio, such
transferor's personal representatives and heirs, (c) any trustee of any
trust created primarily for the benefit of any, some or all of such spouse
and lineal descendants (but which may include beneficiaries which are
charities) or of any revocable trust created by such transferor, (d)
subject to Article FOURTH, Section I(iii)(b) in the case of A. Jerrold
Perenchio, following the death of such transferor, all beneficiaries under
either such trust, (e) the transferor, in the case of a transfer from any
Permitted Transferee back to its transferor and (f) any entity all of the
equity of which is directly or indirectly owned by any of the foregoing
which is not an Affiliate of any Person other than the Person described in
clauses (a)-(e) above; and

(iii) (a) in the case of the Class P Common Stock, A. Jerrold
Perenchio, (b) in the case of the Class T Common Stock, Grupo Televisa S.A.
and its wholly-owned subsidiaries and (c) in the case of Class V Common
Stock, the Cisneros Brothers. For the purposes of this definition, if an
entity is directly or indirectly owned by either of the Cisneros Brothers,
it shall be deemed owned by both of them.

"Person" means an individual, a corporation, a partnership, an
association, a limited liability company or a trust.

"Required Amount" means,

(i) in the case of the Class P Holders, a number of shares of
Class P Common Stock equal to 30% of the Class P Base Amount. The "Class P
Base Amount" shall be equal to 22,071,737 shares of Class P Common Stock,
but shall

<PAGE>

be increased to give effect to stock dividends and stock splits and shall
be decreased to give effect to reverse stock splits and repurchases by the
Corporation of Class P Common Stock approved by the Board of Directors in
accordance with the Bylaws;

(ii) in the case of the Class T Holders, a number of shares of
Class T Common Stock equal to 30% of the Class T Base Amount. The "Class T
Base Amount" shall be equal to 11,315,069 shares of Class T Common Stock,
but shall be increased to give effect to stock dividends and stock splits
and shall be decreased to give effect to reverse stock splits and
repurchases by the Corporation of Class T Common Stock and Warrants to
purchase Class T Common Stock approved by the Board of Directors in
accordance with the Bylaws; and

(iii) in the case of the Class V Holders, a number of shares
of Class V Common Stock equal to 30% of the Class V Base Amount. The
"Class V Base Amount" shall be equal to 11,315,069 shares of Class V Common
Stock, but shall be increased to give effect to stock dividends and stock
splits and shall be decreased to give effect to reverse stock splits and
repurchases by the Corporation of Class V Common Stock and Warrants to
purchase Class V Common Stock approved by the Board of Directors in
accordance with the Bylaws.

"Transfer" means any direct or indirect sale, pledge, hypothecation,
delegation or other transfer, whether voluntary or involuntary and whether by
merger or other operation of law, other than a bona fide pledge of shares to
secure financing; provided that a foreclosure on such pledged shares shall
constitute a Transfer. An indirect Transfer includes, without limitation, the
transfer of a direct or indirect interest in an owner of Common Stock but shall
exclude (x) transfers of interests in Grupo Televisa, S.A., or any other entity
whose common equity is publicly traded and whose business does not primarily
consist of ownership of Common Stock; and (y) a transfer to any purchaser of all
of the television media business of the Cisneros Brothers which includes the
Class V Common Stock and Warrants to purchase Class V Common Stock); provided
that such purchaser agrees to be bound by the terms of the Participation
Agreement.

FIFTH: The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

The directors need not be elected by written ballot unless required by
the bylaws of the Corporation.

In the event that any Class A/P Director, Class T Director or Class V
Director is absent from any meeting of the Board of Directors (or any committee
thereof of which such director is a member) for any reason, then the Class A/P
Directors, Class T Director(s) or Class V Director(s) present at such meeting,
respectively, may designate one Class A/P Alternate Director, Class T Alternate
Director or Class V Alternate

<PAGE>

Director, as the case may be, to act at such meeting of the Board of Directors
(or committee thereof) in place of each of the Class A/P Directors, Class T
Director(s) or Class V Director(s), as the case may be, who are absent from such
meeting. In the event that all the Class A/P Directors, Class T Directors or
Class V Directors are absent from a meeting of the Board of Directors, then each
of the Class A/P Alternate Directors, Class T Alternate Directors or Class V
Alternate Directors (each an "Alternate Director" and collectively the
"Alternate Directors"), as the case may be, who is present at such meeting may
act in place of one of the Class A/P Directors, Class T Directors or Class V
Directors, as the case may be, who is absent from such meeting. If, pursuant to
the foregoing provisions of this paragraph, an Alternate Director is designated
to act or is entitled to act in the place of a Class A/P Director, Class T
Director or Class V Director who is absent from a meeting of the Board of
Directors (or any committee thereof), then, while so acting at such meeting,
such Alternate Director shall have and may exercise all of the rights, duties,
privileges and powers of the Class A/P Director, Class T Director or Class V
Director, as the case may be, in whose place such Alternate Director is acting,
including, without limitation, the right to vote at such meeting, and while so
acting at such meeting such Alternate Director shall be deemed a Class A/P
Director, Class T Director or Class V Director, as the case may be, and shall be
counted as a Class A/P Director, Class T Director or Class V Director, as the
case may be, for the purpose of determining whether a quorum is present at such
meeting. Except when attending and acting in the place of a director at a
meeting of the Board of Directors (or any committee thereof) pursuant to the
foregoing provisions of this subparagraph and except as otherwise provided in
the Bylaws, an Alternate Director shall not be entitled to attend, or vote at,
any meeting of the Board of Directors or any committee thereof and shall not be
counted as a member of the Board of Directors for the purpose of determining
whether a quorum is present at any meeting of the Board of Directors; provided,
however, that at any time there is only one Class T Director or one Class V
Director in office, a Class T Alternate Director or Class V Alternate Director
shall always be entitled to attend (but not vote at) meetings of the Board (but
not committees thereof) along with such Class T Director or Class V Director, as
the case may be.

SIXTH: For the purpose of monitoring compliance with the Alien Entity
ownership restrictions of the Communications Act, the Corporation shall, as
promptly as practicable after shares of Common Stock are first held by more than
100 holders of record, implement the following procedures:

(a) The Corporation shall maintain separate stock records
with respect to all classes of stock (other than the Class T Common Stock
and the Class V Common Stock): a domestic record covering non-Alien Entity
stockholders and a foreign record covering Alien Entity stockholders.
Every certificate representing shares of stock (other than shares of Class
T Common Stock and Class V Common Stock) determined to be owned of record
or beneficially or voted by or for the account of, or otherwise controlled
directly or indirectly by, an Alien Entity shall be marked "Foreign Share
Certificate". Every certificate (other than for shares of Class T Common
Stock and the Class V

<PAGE>

Common Stock) issued not marked "Foreign Share Certificate" shall be marked
"Domestic Share Certificate".

(b) Any holder of shares of any Class or series of stock of
the Corporation (other than the Class T Common Stock and the Class V Common
Stock) that are owned of record or beneficially or voted by or for the
account of, or otherwise controlled directly or indirectly by, an Alien
Entity shall deliver any Domestic Share Certificates representing such
shares to the Corporation to be replaced by Foreign Share Certificates.

(c) Any holder of Foreign Share Certificates representing
shares of any class or series of stock of the Corporation (other than
shares of Class T Common Stock and Class V Common Stock) that are not owned
of record or beneficially or voted by or for the account of, or otherwise
controlled directly or indirectly by, an Alien Entity may deliver such
Foreign Share Certificates to the Corporation to be replaced by Domestic
Share Certificates. Any delivery of Foreign Share Certificates pursuant to
this paragraph must be accompanied by an affidavit in form and substance
reasonably satisfactory to the Corporation stating that the shares of stock
of the Corporation represented by the Foreign Share Certificate are not
owned of record or beneficially or voted by or for the account of, or
otherwise controlled directly or indirectly by, an Alien Entity.

The Corporation shall have the right to determine, by vote of the
Board of Directors or in conformity with regulations prescribed by the Board of
Directors, (i) whether any person is an Alien Entity, (ii) whether any shares of
stock of the Corporation are owned of record or beneficially or voted by or for
the account of, or otherwise controlled directly or indirectly by, Alien
Entities and (iii) whether any affidavit delivered pursuant to paragraph (c) of
this Article SIXTH is false.

SEVENTH: For purposes of Article SIXTH and this Article SEVENTH:

(i) "Alien Entity" means any individual not a citizen of the
United States of America; any partnership or limited liability company
controlled by Aliens; a foreign government; a corporation, joint-stock
company or association organized under the laws of a foreign country; any
other corporation controlled by Aliens; and any corporation, joint-stock
company, partnership, limited liability company, trust, association or
other entity controlled directly or indirectly by one or more of the above.

(ii) "Disqualified Holder" shall mean any holder of outstanding
shares of any class or series of stock of the Corporation (other than Class
T Common Stock and Class V Common Stock) whose holding of such stock,
either individually or when taken together with the holding of shares of
any class or series of stock of the Corporation by any other holders, may
result, in the judgment of the Board of Directors, in the loss of, or the
failure to secure the reinstatement of, any license

<PAGE>

or franchise from any governmental agency held by the Corporation or any of
its subsidiaries to conduct any portion of the business of the Corporation
or any of its subsidiaries.

(iii) "Fair Market Value" of a share of any class or series of stock
of the Corporation shall mean the average Closing Price for such a share
for each of the 45 most recent days on which shares of stock of such class
or series shall have been traded preceding the day on which notice of
redemption shall be given pursuant to paragraph (d) of this
Article SEVENTH; PROVIDED, HOWEVER, that if shares of stock of such class
or series are not traded on any securities exchange or in the
over-the-counter market, "Fair Market Value" shall be determined by the
Board of Directors in good faith. "Closing Price" on any day means the
reported closing sales price or, in case no such sale takes place, the
average of the reported closing bid and asked prices on the principal
United States securities exchange registered under the Securities Exchange
Act of 1934, as amended, on which such stock is listed, or, if such stock
is not listed on any such exchange, the highest closing sales price or bid
quotation for such stock on the National Association of Securities Dealers,
Inc. Automated Quotation System or any similar system then in use, or if no
such prices or quotations are available, the fair market value on the day
in question as determined by the Board of Directors in good faith.

(iv) "Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation
pursuant to this Article SEVENTH.

(v) "Redemption Securities" shall mean any debt or equity
securities of the Corporation, any of its subsidiaries or any other
corporation, or any combination thereof, having such terms and conditions
as shall be approved by the Board of Directors and which, together with any
cash to be paid as part of the redemption price, in the opinion of any
nationally recognized investment banking firm selected by the Board of
Directors (which may be a firm which provides other investment banking,
brokerage or other services to the Corporation), has a value, at the time
notice of redemption is given pursuant to paragraph (d) of this
Article SEVENTH, at least equal to the price required to be paid pursuant
to paragraph (a) of this Article SEVENTH (assuming, in the case of
Redemption Securities to be publicly traded, such Redemption Securities
were fully distributed and subject only to normal trading activity).

Notwithstanding any other provision of this Restated Certificate of
Incorporation to the contrary, outstanding shares of any class or series of
stock of the Corporation (other than shares of Class T Common Stock and Class V
Common Stock) held by a Disqualified Holder shall always be subject to
redemption by the Corporation, by action of the Board of Directors, or in
conformity with regulations prescribed by the Board of Directors to the extent
necessary to prevent the loss or secure the reinstatement of any license or
franchise from any governmental agency held by the

<PAGE>

Corporation or any of its subsidiaries to conduct any portion of the business of
the Corporation or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Corporation's stock
possessing prescribed qualifications. The terms and conditions of such
redemption shall be as follows:

(a) the redemption price of the shares to be redeemed
pursuant to this Article SEVENTH shall be equal to the lesser of (i) the
Fair Market Value of such shares or (ii) if such shares were purchased by
such Disqualified Holder within one year of the Redemption Date, such
Disqualified Holder's purchase price for such shares;

(b) the redemption price of such shares may be paid in
cash, Redemption Securities or any combination thereof;

(c) if less than all the shares held by Disqualified
Holders are to be redeemed, the shares to be redeemed and the identity of
the Disqualified Holders from whom shares will be redeemed shall be
selected in such manner as shall be determined by the Board of Directors or
in conformity with regulations prescribed by the Board of Directors, which
may include selection first of the most recently purchased shares thereof,
selection by lot, selection based upon failure to comply with Article SIXTH
of the Restated Certificate of Incorporation or selection in any other
manner determined by the Board of Directors or in conformity with
regulations prescribed by the Board of Directors, which determination shall
be conclusive;

(d) at least 30 days written notice of the Redemption Date
shall be given to the record holders of the shares selected to be redeemed
(unless waived in writing by any such holder), provided that the Redemption
Date may be the date on which written notice shall be given to such record
holders if cash, Redemption Securities or a combination thereof sufficient
to effect the redemption shall have been deposited in trust for the benefit
of such record holders and subject to immediate withdrawal by them upon
surrender of the stock certificates for their shares to be redeemed;

(e) from and after the Redemption Date, any and all rights
of whatever nature, of the holders of shares so called for redemption
(including without limitation any rights to vote or participate in
dividends declared on stock of the same class or series as such shares),
shall cease and terminate and such owners shall thenceforth be entitled
only to receive the cash, Redemption Securities or combination thereof
payable in respect of such redemption; and

(f) such other terms and conditions as the Board of
Directors shall determine.

<PAGE>

The Board of Directors, by a vote which includes, in addition to any
other required vote of directors, the affirmative vote of a majority of the
Class T Director(s) (so long as a Class T Voting Conversion has not occurred) or
a majority of the Class V Director(s) (so long as a Class V Voting Conversion
has not occurred), shall be authorized at any time and from time to time to
adopt such other provisions as the Board of Directors may deem necessary or
desirable to avoid violation of the provisions of Section 310(b) of the
Communications Act as now in effect or as it may hereafter from time to time be
amended, and to carry out the provisions of Articles SIXTH and SEVENTH of this
Restated Certificate of Incorporation; provided that no such provision shall
result in shares of Class T Common Stock or Class V Common Stock being subject
to redemption under this Article SEVENTH.

EIGHTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend and repeal the Bylaws; provided no such amendment made
by the Board of Directors may adversely affect the rights accorded under the
Bylaws to the holders of the Class T Common Stock or the Class V Common Stock
that affect such class differently from the other classes of Common Stock of the
Corporation without (i) so long as a Class T Voting Conversion has not occurred,
the affirmative vote of a majority of the Class T Directors and (ii) so long as
a Class V Voting Conversion has not occurred, the affirmative vote of a majority
of the Class V Directors, as the case may be.

NINTH: The Corporation reserves the right to amend or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
prescribed herein and by the laws of the State of Delaware; provided that no
amendment may adversely affect the rights accorded to the holders of the Class T
Common Stock or the Class V Common Stock which affect such class differently
from the other classes of Common Stock of the Corporation without the
affirmative vote or consent of the holders of a majority of the outstanding
shares of Class T Common Stock or Class V Common Stock, as the case may be. All
rights granted herein are subject to this reservation.

TENTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that exemption from such liability or
limitation thereof is not permitted under the GCL as the same exists or may
hereafter be amended. Any repeal or modification of the foregoing provision of
this Article TENTH shall not adversely affect any right or protection of a
director of the Corporation in respect of any act or omission occurring prior to
the time of such repeal or modification. The provisions of this Article TENTH
shall not be deemed to limit or preclude indemnification of a director by the
Corporation for any liability as a director that has not been eliminated by the
provisions of this Article TENTH.

ELEVENTH: (i) Each person who was or is a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the

<PAGE>

fact that he or she, or a person of whom he or she is the legal representative,
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action or inaction in an official
capacity or in any other capacity while serving as a director, officer, employee
or agent of the Corporation or such other enterprise (each, an "Indemnified
Person"), shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the laws of the State of Delaware, as the same exist
or may hereafter be amended, or by other applicable law as then in effect,
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent of
the Corporation or such other enterprise and shall inure to the benefit of his
or her heirs, executors and administrators; PROVIDED, however, that the
Corporation shall not be required to indemnify a person (i) in connection with a
proceeding (or part thereof) initiated by such person if the initiation of the
proceeding (or part thereof) was not authorized by the Board of Directors of the
Corporation or (ii) if such person has not met the applicable standard of
conduct set forth in the GCL, as the same exists or hereafter may be amended.
Such determination shall be made (a) by a majority vote of the directors who are
not parties to such action, suit or proceeding ("Disinterested Directors"), even
though less than a quorum, or (b) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (c)
by the stockholders. Expenses incurred by an Indemnified Person in defending
any such proceeding shall be paid by the Corporation in advance of its final
disposition; PROVIDED, however, that, if the GCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.

(ii) If a claim under paragraph (i) of this Article ELEVENTH is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. In any such action, the Corporation
shall have the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law. Neither
the failure of the Corporation (including the Disinterested

<PAGE>

Directors, its independent legal counsel and its stockholders) to have made a
determination that indemnification of the claimant is proper in the
circumstances because he/she has met the applicable standard of conduct set
forth in the GCL, as the same exists or hereafter may be amended, nor the fact
that there has been an actual determination by the Corporation (including the
Disinterested Directors, its independent legal counsel and its stockholders)
that the claimant has not met such applicable standard of conduct, shall create
a presumption that the claimant has not met the applicable standard of conduct.

(iii) The right to indemnification and the right to payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in paragraph (i) of this Article ELEVENTH shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of this Restated Certificate of Incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise. All
rights to indemnification under this Article ELEVENTH shall be deemed to be a
contract between the Corporation and each director, officer, employee or agent
of the Corporation who serves or served in such capacity at any time while this
Article ELEVENTH is in effect. Any repeal or modification of this Article
ELEVENTH shall not in any way diminish any rights to indemnification of such
director, officer, employee or agent or the obligations of the Corporation
arising hereunder with respect to any action, suit or proceeding arising out of,
or relating to, any actions, transactions or facts occurring prior to the final
adoption of such modification or repeal.

(iv) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability, loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under Delaware law.

(v) To the extent that any director, officer, employee or agent of
the Corporation is by reason of such position, or a position with another entity
at the request of the Corporation, a witness in any action, suit or proceeding,
he or she shall be indemnified against all costs and expenses actually and
reasonably incurred by him or her or on his or her behalf in connection
therewith.

(vi) The Corporation may enter into agreements with any director,
officer, employee or agent of the Corporation providing for indemnification to
the full extent permitted by Delaware law.

(vii) If this Article ELEVENTH or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each person entitled to indemnification
under the first paragraph of this Article ELEVENTH as to all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred or suffered by such person and

<PAGE>

for which indemnification is available to such person pursuant to Article
ELEVENTH to the full extent permitted by any applicable portion of this Article
ELEVENTH that shall not have been invalidated and to the full extent permitted
by applicable law.

TWELFTH: To the maximum extent permitted by law, subject to the
obligations of the parties (the "Principals") to that certain Participation
Agreement and their Affiliates under the Transaction Agreements (as defined in
the Participation Agreement), the Principals, their respective Affiliates and
the shareholders, officers, directors and employees of the Principals and their
respective Affiliates (i) may engage in any activity, including but not limited
to competing with the Corporation and its subsidiaries, (ii) may acquire, own,
broker, lease or operate any business and (iii) shall not be under any
obligation to communicate or present any opportunity or potential transaction or
matter to the Corporation or its subsidiaries.

IN WITNESS WHEREOF, UNIVISION COMMUNICATIONS INC. has caused this
certificate to be signed by A. Jerrold Perenchio, its Chairman and President and
attested to by Robert V. Cahill, its Vice President and Secretary, this 1st day
of October, 1996.

UNIVISION COMMUNICATIONS INC.

By: /s/ A. Jerrold Perenchio
----------------------------------
Name: A. Jerrold Perenchio
Title: Chairman and President

Attest:

By: /s/ Robert V. Cahill
-------------------------------------
Name: Robert V. Cahill
Title: Vice President and Secretary

<PAGE>
EXHIBIT 3.1a

CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
UNIVISION COMMUNICATIONS INC.

Pursuant to Section 151(g) of the General Corporation Law
of the State of Delaware

------------------------

The undersigned, A. Jerrold Perenchio and Robert V. Cahill, the
President and Secretary, respectively, of Univision Communications Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), hereby certify that the following
resolution has been adopted by the Board of Directors of the Corporation by
unanimous written consent:

RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (the "Board") in accordance with the
provisions of the Restated Certificate of Incorporation of the Corporation, the
Board hereby approves the issuance of a series of preferred stock of the
Corporation, $.01 par value per share, and hereby states the designation and
number of shares, and fixes the relative rights, preferences, and limitations
thereof as follows:

Series A Cumulative Convertible Preferred Stock:

I. DESIGNATION AND AMOUNT

The shares of such series shall be designated as "Series A
Cumulative Convertible Preferred Stock" (the "Series A Preferred Stock"), and
the number of shares constituting the Series A Preferred Stock shall be 12,000
(each a "Series A Preferred Share").

II. DIVIDEND RIGHTS

A. The holders of record of the Series A Preferred Stock of
the Corporation (the "Holders") shall be entitled to receive, when, as and if
declared by the Board, out of the funds of the Corporation legally available
therefor, a cumulative cash dividend (the "Dividend") at a rate of 6% of the
Liquidation Value (as specified below) per share per annum, payable quarterly in
arrears on the first day of February, May, August and November ($15.00 per share
per quarterly payment). The Liquidation Value shall be $1,000

<PAGE>

per share. Dividends on each Series A Preferred Share will accrue cumulatively
on a daily basis from and excluding the Closing Date of the Corporation's
acquisition of all of the partnership interests of Sainte Limited, a California
limited partnership, pursuant to the Partnership Interests Purchase Agreement
between the Corporation and the partners of such limited partnership dated as of
September 25, 1996 (the "Partnership Interests Purchase Agreement") to and
including the date on which the Series A Preferred Shares are redeemed or
converted, whether or not such dividends have been declared from time to time
and whether or not there are funds of the Corporation legally available from
time to time for the payment of the dividends.

B. If the funds of the Corporation legally available for
payment of dividends on any date when such dividends are payable are
insufficient to pay the total amount of dividends then accrued with respect to
the Series A Preferred Stock, or if the Corporation is prohibited from paying
such dividends by applicable law or by any contract or agreement, including, but
not limited to, any loan agreement, to which the Corporation is a party, the
Corporation will use those funds legally available and not so prohibited for the
payment of any such dividends. On such date as additional funds of the
Corporation are legally available for the payment of such dividends, or such
prohibition no longer applies, such funds will be used to pay accrued and unpaid
dividends.

C. Accrued and unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.

D. If at any time accrued and unpaid dividends equal Thirty
Dollars ($30) or more per share, then the Series A Preferred Shares shall
thereafter accrue dividends at a rate of 9% of the Liquidation Value per share
per annum, until such time as there are no longer any accrued and unpaid
dividends, whether or not declared.

III. VOTING RIGHTS

Each holder of Series A Preferred Stock shall be entitled to
one vote for each share of Series A Preferred Stock standing in the name of the
holder on the books of the Corporation, with the same and identical voting
rights as a holder of a share of common stock of the Corporation. Except as
otherwise provided by law, the Series A Preferred Stock and any other class of
stock of the Corporation having voting rights shall vote together as one class.

<PAGE>

The holders of Series A Preferred Stock are entitled to receive
notice of all meetings of the stockholders of the Corporation, to the same
extent and in the same manner as the holders of the common stock of the
Corporation.

IV. CERTAIN RESTRICTIONS

A. Whenever dividends or distributions payable on the
Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

1. declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;

2. declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then
entitled;

3. redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;
PROVIDED, HOWEVER, that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or

4. redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board) to all holders of such shares upon such terms as the Board, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among
the respective series or classes.

B. The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Section 4.1,
purchase or otherwise acquire such shares at such time and in such manner.

<PAGE>

V. LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of the liquidation, dissolution, winding-up or
sale or other disposition of all or substantially all of the assets of the
Corporation, whether voluntary or involuntary ("Liquidation"), the Holders of
Series A Preferred Stock shall be entitled to receive with respect to each
Series A Preferred Share, after payment of or provision for payment of the debts
and other liabilities of the Corporation, cash or any other assets of the
Corporation in an amount (or having a fair market value) equal to $1,000 plus
all accrued but unpaid dividends up to and including the date of Liquidation
(the "Liquidation Preference"); PROVIDED, HOWEVER, that non-cash consideration
shall be payable only with the prior written consent of the Holders of a
majority of the outstanding shares of Series A Preferred Stock. The fair market
value of any assets of the Corporation and the proportion of cash and other
assets distributed by the Corporation to the Holders of the Series A Preferred
Stock shall be reasonably determined in good faith by the Board. A merger or
consolidation of the Corporation with one or more other corporations or business
entities (a "Merger"), whether or not the Corporation is the surviving entity,
or a voluntary sale, lease, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially all of the
property or assets of the Corporation or its subsidiaries to one or more other
corporations or business entities (other than one or more corporations or
business entities controlling, controlled by or under common control with the
Corporation) (all or any such transactions referred to herein as a "Sale of
Assets"), shall not be deemed a Liquidation if (a) such Merger or Sale of Assets
does not occur as part of a proceeding under Title 11 of the United States Code
or any federal or state law for the protection of creditors or relief of
debtors, and (b) the Holders of the Series A Preferred Stock receive, pursuant
to such Merger or Sale of Assets, preferred stock of the surviving entity having
terms no less favorable to the Holders than the terms of the Series A Preferred
Stock, including, but not limited to, a cumulative Liquidation Preference no
less than the cumulative Liquidation Preference of the Series A Preferred Stock
immediately prior to such Merger or Sale of Assets.

VI. CONVERSION RIGHTS

A. RIGHT TO CONVERT. The Series A Preferred Stock shall be
convertible, in whole or in part, at the option of any Holder thereof at any
time and from time to time, from and after the Closing Date under the
Partnership Interests Purchase Agreement to the day immediately preceding the
fourth anniversary of such date; PROVIDED, HOWEVER, that the aggregate
Liquidation Value of the Series A Preferred Shares sought to be converted on
each such occasion on which the Holder is converting less than all of his or her
Series A Preferred Stock must be at least $2 million. Upon conversion, each
Series A Preferred Share shall be convertible into the number of the
Corporation's fully paid and nonassessable shares of Class A Common Stock
determined by dividing $1,000 by the Conversion Price. If less than all of the
Series A Preferred Shares held by a Holder are to be converted, the Holder shall
specify at the time of surrender of his or her Series A Preferred Shares for
conversion, the exact number to be converted.

<PAGE>

B. CONVERSION PRICE. The "Conversion Price" shall be the
average of the closing price on the New York Stock Exchange for the
Corporation's Class A Common Stock for the ten trading days preceding the date
of the issuance of the FCC Transfer Approval (as defined in the Partnership
Interests Purchase Agreement) ("FCC Approval"); PROVIDED, HOWEVER, that if FCC
Approval is issued before the Corporation's initial public offering (the "IPO")
or within the first ten trading days after the IPO, the Conversion Price shall
be the average of the closing price on the New York Stock Exchange for the
Corporation's Class A Common Stock for the five trading days commencing on the
sixth trading day after the IPO. Following the setting of the Conversion Price,
the Corporation will promptly send notice of the Conversion Price to the
Holders. Notice of the Conversion Price shall be mailed by first class mail,
postage prepaid, addressed to the Holders at each Holder's address as it appears
on the books of the Corporation.

C. ADJUSTMENTS. The number of shares of Class A Common Stock
into which each Series A Preferred Share may be converted shall be subject to
adjustment in the event the Corporation shall at any time after FCC Approval
(1) establish a record date for the purpose of declaring any dividend on the
Class A Common Stock payable in shares of Class A Common Stock, (2) effect a
subdivision or combination or consolidation of the outstanding shares of Class A
Common Stock into a greater or lesser number of shares of Class A Common Stock,
or (3) increase or decrease the number of shares of Class A Common Stock by
reclassification. In such event, the number of shares of Class A Common Stock
to be received upon conversion shall be adjusted so that each Holder shall
thereafter be entitled to receive for such Series A Preferred Share the number
of shares of Class A Common Stock which such Holder would have owned and/or been
entitled to receive upon the occurrence of an event or record date described
above had the Series A Preferred Share been converted immediately prior to the
happening of the event or record date. Any such adjustment shall become
effective immediately after the record date of such dividend or the effective
date of such reclassification, subdivision, combination, or consolidation.

D. CONVERSION METHOD. Before a Holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Class A Common Stock,
such Holder shall surrender the certificate or certificates therefor, duly
endorsed in blank, at the office of the transfer agent for the Corporation's
Class A Common Stock and shall give written notice by mail, postage prepaid, to
the Corporation at its executive corporate office, of the election to convert
the same. The certificate or certificates for shares of Class A Common Stock
shall be issued only in the name of the person surrendering the certificate or
certificates of Series A Preferred Stock. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such Holder of
Series A Preferred Stock, or to the nominee or nominees of such Holder, (a) a
certificate or certificates for the number of shares of Class A Common Stock to
which such Holder shall be entitled as aforesaid and (b) a new certificate for
any remaining Series A Preferred Shares evidenced by a surrendered certificate
but not converted. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares

<PAGE>

of Series A Preferred Stock to be converted, and such Holder shall be treated
for all purposes as the record holder of such shares of Class A Common Stock as
of such date. If there are dividends accrued but not paid up to the date of
conversion, the Corporation shall pay such Holder such dividends in cash on the
date of the conversion; subject to any restrictions applicable under state law
in the state of the Corporation's incorporation and to the provisions of any
contract or agreement, including, but not limited to any loan agreement, to
which the Corporation is a party; provided, however, that if the Corporation
shall be unable to pay any such dividends as a result of such restrictions, the
Holder, upon written notice to the Corporation given within thirty (30) days
following the date of conversion, shall be entitled to convert all, but not less
than all, of such accrued but unpaid dividends into such whole number of
additional shares of Class A Common Stock as shall be closest to, but not more
than, the quotient of (i) the amount of such accrued but unpaid dividends,
divided by (ii) the Conversion Price.

E. FRACTIONAL SHARES OF CLASS A COMMON STOCK. No fractional
shares of Class A Common Stock or scrip shall be issued upon conversion of
Series A Preferred Stock. Instead of any fractional shares of Class A Common
Stock which otherwise would be issuable upon conversion of any Series A
Preferred Stock, the Corporation shall pay a cash adjustment in respect of such
fractional interest based upon the fair market value (as determined by the
closing price on the New York Stock Exchange for the Class A Common Stock on the
date of conversion) of a share of Class A Common Stock.

F. TAXES. All shares of Class A Common Stock issued upon
conversion of Series A Preferred Stock will be validly issued, fully paid and
nonassessable. The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes that may be payable in respect of any issue or
delivery of shares of Class A Common Stock on conversion of Series A Preferred
Stock pursuant hereto.

G. SURRENDERED SERIES A PREFERRED STOCK. All certificates
representing Series A Preferred Stock surrendered for conversion or redemption
shall be appropriately canceled on the books of the Corporation and the Series A
Preferred Stock so converted or redeemed represented by such certificates shall
be restored to the status of authorized but unissued Preferred Stock.

H. AVAILABLE CLASS A COMMON STOCK. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Class A Common Stock, solely for the purpose of effecting the conversion of
Series A Preferred Stock, such number of shares of Class A Common Stock as shall
from time to time be sufficient to effect a conversion of all outstanding Series
A Preferred Stock under Section 6.1 above, and if at any time the number of
authorized but unissued shares of Class A Common Stock shall not be sufficient
to effect the conversion of all then outstanding Series A Preferred Stock, the
Corporation shall promptly take such corporate action as may, in the opinion of
its counsel and subject to any necessary approval of its stockholders, be

<PAGE>

necessary to increase its authorized but unissued shares of Class A Common Stock
to such number of shares as shall be sufficient for such purpose.

VII. REDEMPTION AT OPTION OF CORPORATION

A. Commencing on the fourth anniversary of the Closing Date
under the Partnership Interests Purchase Agreement, the Corporation, at the
option of the Board, may redeem each share of Series A Preferred Stock for an
amount equal to the Liquidation Preference of such share.

B. Notice of redemption of shares of Series A Preferred Stock
shall be mailed by first class mail, postage prepaid, addressed to the Holders
at each Holder's address as it appears on the books of the Corporation. Such
mailing may be given at any time commencing 30 days prior to the fourth
anniversary of the Closing Date and shall be mailed at least 30 days prior to
the date fixed for redemption. Any notice which is mailed in the manner herein
provided for shall be conclusively presumed to have been duly given, whether or
not the Holders receive such notice.

C. If notice of redemption shall have been duly given, and
if, on or before the redemption date specified therein, all funds necessary for
such redemption shall have been set aside by the Corporation, separate and apart
from its other funds, in trust for the benefit of the Holders, so as to be and
continue to be available therefor, then, notwithstanding that any certificate
for shares so called for redemption shall not have been surrendered for
cancellation, all shares so called for redemption shall no longer be deemed
outstanding on and after such redemption date, and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the Holders to receive the amount payable on redemption
thereof, without interest. Any funds so set aside by the Corporation and
unclaimed by the second anniversary of the redemption date shall revert to the
general funds of the Corporation.

VIII. REDEMPTION AT OPTION OF HOLDERS

A. Each Holder may at any time and from time to time require
the Corporation, subject to any restrictions applicable under state law in the
state of the Corporation's incorporation and to the provisions of any contract
or agreement, including, but not limited to any loan agreement, to which the
Corporation is a party, to redeem all or any portion of the Series A Preferred
Stock held by such Holder at a price per share equal to the Liquidation
Preference of such share; PROVIDED, HOWEVER, that the aggregate Liquidation
Value of the Series A Preferred Shares sought to be redeemed on each occasion on
which the Holder is redeeming less than all of his or her Series A Preferred
Stock must be at least $500,000; provided further, that each Holder may redeem
less than all of his or her Series A Preferred Stock no more than once per
calendar quarter.

<PAGE>

B. Notice of a request for redemption of shares of Series A
Preferred Stock shall be mailed by first class mail, postage prepaid, addressed
to the Corporation at its executive corporate office. Such mailing shall be at
least 60 days prior to the date fixed for redemption.

C. If notice of redemption shall have been duly given, and
if, on or before the redemption date specified therein, all funds necessary for
such redemption shall have been set aside by the Corporation, separate and apart
from its other funds, in trust for the benefit of the Holders, so as to be and
continue to be available therefor, then, notwithstanding that any certificate
for shares so required to be redeemed shall not have been surrendered for
cancellation, all shares so required to be redeemed shall no longer be deemed
outstanding on and after such redemption date, and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the Holders to receive the amount payable on redemption
thereof, without interest. Any funds so set aside by the Corporation and
unclaimed by the second anniversary of the redemption date shall revert to the
general funds of the Corporation.

D. If on the redemption date specified in any notice of
redemption the Corporation is unable to pay to the Holder the full amount of
consideration due under Section 8.1, due to restrictions applicable under state
law in the state of the Corporation's incorporation or the provisions of any
contract or agreement, including, but not limited to any loan agreement, to
which the Corporation is a party, then the unredeemed Series A Preferred Shares
shall continue to accrue dividends as provided in Section 2 until the
Corporation pays the full amount of consideration due to the Holder. In such
event, the Corporation shall redeem the Series A Preferred Shares specified in
the notice of redemption as cash becomes available therefor; until the
Corporation has redeemed all the Series A Preferred Shares specified in the
notice of redemption, the restrictions of subparagraphs A through D of Section
4.1 shall apply to the Corporation and the Series A Preferred Shares specified
in the notice of redemption shall thereafter accrue dividends at a rate of 9% of
the Liquidation Value per share per annum, until such time as such Series A
Preferred Shares are redeemed by the Corporation.

IX. REACQUIRED SHARES

Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions set forth herein, in the Restated Certificate of
Incorporation, in any other certificate of designations creating a series of
preferred stock or any similar stock, or as otherwise required by law.

<PAGE>

X. CONSOLIDATION, MERGER, ETC.

In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Class A Common
Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the Series A Preferred Stock shall be
convertible into the same kind and amounts of stock, securities, cash and/or any
other property (payable in kind), as the case may be, which were issuable or
distributable upon such event to holders of the number of shares of Class A
Common Stock into which the Series A Preferred Stock might have been converted
immediately prior to such event.

XI. RANK

The Series A Preferred Stock shall rank (i) senior to all
common stock and (ii) senior to any other equity securities of the Corporation
that by their terms are not made senior to or on a parity with the Series A
Preferred Stock. The Corporation shall not issue equity securities that by
their terms are made senior to the Series A Preferred Stock without the prior
written consent of the Holders of a majority of the outstanding shares of Series
A Preferred Stock.

XII. CERTIFICATES OF THE SERIES A PREFERRED STOCK

Certificates representing shares of Series A Preferred Stock
shall, at the option of the Corporation, bear the following legend:

"The securities represented by this certificate may not be sold
or offered for sale or otherwise transferred in the absence of an effective
registration statement under the Securities Act of 1933 or an opinion of
counsel acceptable to Univision Communications Inc. that such registration
is not required."

XIII. AMENDMENT

The Certificate of Incorporation of the Corporation shall not
be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the Holders of the Series A
Preferred Stock.

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed and subscribed this
Certificate and affirm that this is their act and deed and that the facts stated
herein are true under the penalties of perjury as of this 1st day of October,
1996.

By: /s/ A. Jerrold Perenchio
--------------------------------
Name: A. Jerrold Perenchio
Title: President

By: /s/ Robert V. Cahill
--------------------------------
Name: Robert V. Cahill
Title: Secretary

<PAGE>
EXHIBIT 3.1b

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVISION COMMUNICATIONS INC.

UNIVISION COMMUNICATIONS INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation adopted a
resolution proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation be amended so
that the first paragraph of Article Fourth is amended to read:

"The Corporation shall have the authority to issue 342,000,000
shares of Common Stock, par value $.01 per share, divided into the
following classes:

(i) 150,000,000 shares of Class A Common Stock (the "Class A
Common Stock");

(ii) 96,000,000 shares of Class P Common Stock (the "Class P
Common Stock");

(iii) 48,000,000 shares of Class T Common Stock (the "Class T
Common Stock"); and

(iv) 48,000,000 shares of Class V Common Stock (the "Class V
Common Stock" and together with the Class A Common Stock, the Class P
Common Stock and the Class T Common Stock, the "Common Stock");"

and so that the following paragraph is added at the end of Article Fourth:

"Upon the effective time of the amendment of this Article Fourth
as amended as set forth above, each issued and outstanding share of
Common Stock, $.01 par value per share, will be split up and become
two shares of Common Stock, $.01 par value per share. The effective
time of such amendment will be the close of business on the date of
its filing with the

<PAGE>

Secretary of State of the State of Delaware. Certificates
representing the additional shares created by the split will be issued
and distributed shortly after the effective time of this amendment."

SECOND: That the aforesaid amendment was duly adopted by the
Corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Robert V. Cahill, its Secretary, this 7th day of January, 1998.

UNIVISION COMMUNICATIONS INC.

By: /s/ Robert V. Cahill
------------------------------------------
Robert V. Cahill, Secretary

<PAGE>

EXHIBIT 3.2

AMENDED AND RESTATED

BYLAWS

UNIVISION COMMUNICATIONS INC.

a Delaware corporation

<PAGE>

AMENDED AND RESTATED

BYLAWS

UNIVISION COMMUNICATIONS INC.
a Delaware corporation

TABLE OF CONTENTS

Page
----

ARTICLE I Offices. . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II Meetings of Stockholders . . . . . . . . . . . . . . 1

ARTICLE III Directors. . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV Officers . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V Form of Stock Certificate. . . . . . . . . . . . . . 13

ARTICLE VI Representation of Shares of
Other Corporations. . . . . . . . . . . . 14

ARTICLE VII Transfers of Stock . . . . . . . . . . . . . . . . . 14

ARTICLE VIII Lost, Stolen, or Destroyed Certificates. . . . . . . 14

ARTICLE IX Record Date. . . . . . . . . . . . . . . . . . . . . 15

ARTICLE X Registered Stockholders. . . . . . . . . . . . . . . 15

ARTICLE XI Notices. . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE XII Amendments . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE XIII Miscellaneous. . . . . . . . . . . . . . . . . . . . 17

<PAGE>

AMENDED AND RESTATED

BYLAWS

UNIVISION COMMUNICATIONS INC.
A DELAWARE CORPORATION

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICE. The registered office of the
Corporation shall be in the State of Delaware, located at Corporation Service
Company, 1013 Centre Road, Wilmington, County of New Castle 19805 and the name
of the resident agent in charge thereof is the agent named in the Certificate of
Incorporation until changed by the Board of Directors (the "Board").

Section 2. PRINCIPAL OFFICE. The principal office for the
transaction of the business of the Corporation shall be at such place as may be
established by the Board. The Board is granted full power and authority to
change said principal office from one location to another.

Section 3. OTHER OFFICES. The Corporation may also have an office or
offices at such other places, either within or without the State of Delaware, as
the Board may from time to time designate or the business of the Corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held
at such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. ANNUAL MEETINGS. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the state of Delaware, as may be designated by resolution of
the Board from time to time. Any other proper business may be transacted at the
annual meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the stockholders of
the Corporation for any purpose or purposes may be called at any time by the
Board and shall

<PAGE>

be called by the president or secretary at the request in writing of (i) the
Chairman of the Board, (ii) a majority of the Class T Directors or Class V
Directors, or (iii) stockholders owning a majority in voting power of the issued
and outstanding shares of Common Stock of the Corporation.

Section 4. STOCKHOLDER LISTS. The officer who has charge of the
stock ledger of the Corporation shall prepare, at least ten days before every
meeting of stockholders, a complete list, by class, of stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting during ordinary business hours for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or at the place of the meeting, and the list shall also be
available at the meeting during the whole time thereof and may be inspected by
any stockholder who is present.

Section 5. NOTICE OF MEETINGS. Written notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting, and in the case of a special meeting, the purpose of such meeting,
shall be given to each stockholder entitled to vote at such meeting not less
than ten (or such other period as may be required under applicable law) nor more
than sixty days before the date of the meeting.

Section 6. QUORUM AND ADJOURNMENT. Except as set forth below, the
holders of a majority in voting interest of capital stock of the Corporation
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum for holding all meetings of stockholders, except as
otherwise provided by applicable law, these Bylaws or the Restated Certificate
of Incorporation. Notwithstanding the above, holders of a majority of the
voting interest of the Corporation's Class A Common Stock and Class P Common
Stock (voting together a separate class), Class T Common Stock and Class V
Common Stock, as the case may be, shall each constitute a quorum for the holding
of a meeting of stockholders of such class(es) for the sole purpose of electing
or removing without cause the director or directors that such class(es) has the
right to elect or to fill a vacancy or a newly created directorship which such
class has a right to fill. If it shall appear that such quorum is not present
or represented at any meeting of stockholders, the Chairman of the meeting shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

<PAGE>

Section 7. VOTING. In all matters other than the election of
directors, the vote of the holders of a majority in voting interest of the
capital stock of the Corporation that are present in person or represented by
proxy at a meeting at which a quorum is present, shall decide any question
brought before such meeting of stockholders, unless the question is one upon
which by express provision of applicable law, of the Restated Certificate of
Incorporation or of these Bylaws a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Each director of the Corporation shall be elected (i) by a plurality of the
votes of the shares of the class(es) of stock which has the right to elect such
director, present in person or represented by proxy at a meeting at which a
quorum is present or (ii) by the written consent of the holders of a majority in
voting interest of the outstanding shares of such class(es). Unless otherwise
provided in the Restated Certificate of Incorporation, each stockholder shall be
entitled to cast one vote for each share of the capital stock entitled to vote
held by such stockholder upon the matter in question. The presiding officer at
a meeting of stockholders, in his or her discretion, may require that any votes
cast at such meeting shall be cast by written ballot.

Section 8. PROXIES. Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him or her by
proxy, but no proxy shall be voted or acted upon after three years from its
date, unless the person executing the proxy specifies therein a longer period of
time for which it is to continue in force. A proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary
of the Corporation.

Section 9. INSPECTOR OF ELECTION. The Board shall, if required by
law, appoint an Inspector or Inspectors of Election for any meeting of
stockholders. Such Inspectors shall decide upon the qualification of the
voters and report the number of shares represented at the meeting and entitled
to vote, shall conduct the voting and accept the votes, and when the voting is
completed shall ascertain and report the number of shares voted respectively for
and against each position upon which a vote is taken by ballot. An Inspector
need not be a stockholder, and any officer of the Corporation may be an
Inspector on any position other than a vote for or against a proposal in which
he or she shall have a material interest.

Section 10. ACTION WITHOUT MEETING. Subject to Section 228 of the
Delaware General Corporation Law, any action which may be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing setting forth the
action so taken, shall be signed by the holders of outstanding capital stock
having not less than the minimum number of votes that

<PAGE>

would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and shall be delivered to
the Corporation by delivery to its registered office in the State of Delaware
(by hand or by certified or registered mail, return receipt requested), its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall, to the extent required by law, be
given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to any limitations set forth in the
Restated Certificate of Incorporation, the Board shall have the power to manage
or direct the management of the property, business and affairs of the
Corporation and, except as expressly limited by law, to exercise all of its
corporate powers. Subject to applicable law, the Board may establish procedures
and rules or may authorize the Chairman of any meeting of stockholders to
establish procedures and rules, for the fair and orderly conduct of any
stockholders' meeting, including without limitation, registration of the
stockholders attending the meeting, adoption of an agenda, establishing the
order of business at the meeting, recessing and adjourning the meeting for the
purposes of tabulating any votes and receiving the result thereof, the timing of
the opening and closing of the polls and the physical layout of the facilities
for the meeting.

Section 2. NUMBER, TERM AND CLASSES. The Board shall consist of
not less than eight nor more than twelve members, as shall be determined from
time to time by resolution of the Board. Until otherwise determined by such
resolution, the Board shall consist of eight members; provided, however, that at
such time as the holders of Class T Common Stock and Class V Common Stock are
entitled to elect one or more additional members of the Board of Directors as
provided in the Restated Certificate of Incorporation of the Corporation, the
number of members of the Board of Directors shall be increased to add the number
of additional members provided for in the Restated Certificate of Incorporation,
to a maximum of twelve. Except as provided in the Restated Certificate of
Incorporation, there shall be three classes of directors: Class A/P Directors,
Class T Directors, and Class V Directors, all of which shall be elected as
provided in the Restated Certificate of Incorporation.

Section 3. QUALIFICATIONS. Directors need not be stockholders, and
each director shall serve until his or her successor is elected and qualified or
until his or her earlier death, retirement, resignation or removal.

<PAGE>

Section 4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancy on
the Board or in the position of an Alternate Director (as that term is defined
in the Restated Certificate of Incorporation of the Corporation) caused by
death, resignation or removal and any newly created directorship or alternate
directorship may be filled as provided in the Restated Certificate of
Incorporation of the Corporation. A director or Alternate Director so elected
to fill a vacancy or a newly created directorship or alternate directorship
shall serve until his or her successor is elected and qualified or until his or
her earlier death, retirement, resignation or removal.

Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be
held without call or notice at such time and place within or without the State
of Delaware as shall from time to time be fixed by standing resolution of the
Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board may be
held at any time or place within or without the State of Delaware whenever
called by the Chairman of the Board, a majority of the Class A/P Directors, a
majority of the Class T Directors or a majority of the Class V Directors.
Notice of a special meeting of the Board shall be given to all Directors and
Alternate Directors by the person or persons calling the meeting at least
seventy-two hours before the special meeting.

Section 7. TELEPHONIC MEETINGS. Members of the Board or any
committee thereof may, and shall be given the opportunity to, participate in a
regular or special meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

Section 8. QUORUM. At all meetings of the Board a majority of the
Entire Board (as defined in the Restated Certificate of Incorporation) shall
constitute a quorum for the transaction of business. Except as otherwise set
forth in these Bylaws, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. Any meeting
of the Board may be adjourned to meet again at a stated day and hour. Notice of
any adjourned meeting need not be given.

Section 9. FEES AND EXPENSES. Each director (and each Alternate
Director attending a meeting in place of a director) and each member of a
committee of the Board, shall receive reimbursement of reasonable out-of-pocket
expenses incurred in connection with attending meetings. Each director (and
each Alternate Director attending a meeting in place of a director) and each
member of a committee of the Board, in each case who is neither (i) an owner of
more than a 5% direct or indirect beneficial interest in the stock of the
Corporation (or the spouse, child or other family member of such an owner (a
"Related Person")); (ii) an employee (a) of the Corporation, (b) of any direct
or indirect subsidiary of the Corporation, or (c) of such an owner or Related
Person or an Affiliate of such owner

<PAGE>

or Related Person; nor (iii) any person who controls any such owner and the
spouse, child or other family members of any such person, shall also receive a
fee to be determined by the Board for attending any meeting of the Board or any
such committee (provided that no director shall be entitled to receive such fee
if such director is receiving a fee for attending a meeting of the board of
directors or any other committee of this corporation held on the same day).
Other than as set forth above, no director, Alternate Director, or stockholder
of the Corporation shall be reimbursed for any expenses incurred by it in its
role as an investor or director.

Section 10. COMMITTEES. Subject to the Restated Certificate of
Incorporation, the Board may, by resolution passed by a majority of the Entire
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. Except as provided below
with respect to the compensation, audit and dividend committees of the Board, if
any, a Class T Director AND a Class V Director shall sit on all committees of
the Board. At least one Class T Director OR one Class V Director shall sit on
the compensation and audit committees of the Board, if any. Any such audit or
compensation committee, to the extent provided in a resolution of the Board and
to the extent permitted by law and not inconsistent with the Restated
Certificate of Incorporation, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. If the compensation committee or the audit
committee of the Board does not include both a Class T Director and a Class V
Director, then the class of directors not so represented on such committee shall
be entitled to notice of, and one, but no more than one, director of such class
(or an alternate director of such class) shall be entitled to be in attendance
at (but not vote at), all meetings of the compensation and audit committees of
the Board. At such time as the Communications Act of 1934, and the rules and
regulations of the Federal Communications Commission thereunder (as the same may
be amended from time to time, the "Communications Act") permits Aliens (as
defined under the Communications Act) to own fifty percent (50%) or more of the
Corporation's capital stock, the Class T Directors and Class V Directors shall
be entitled to constitute 50% of any Board committee other than the dividend
committee. The Board may appoint a dividend committee that does not include any
Class T Directors or any Class V Directors so long as such committee only has
the power to declare and pay dividends at a stated rate on preferred stock that
has been approved by the Board in accordance with these Bylaws and the
Certificate of Incorporation and only so long as such dividend is in compliance
with applicable law.

Section 11. ACTION WITHOUT MEETINGS. Unless otherwise restricted by
applicable law, the Restated Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the

<PAGE>

case may be, consent thereto in writing and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

Section 12. SUPER MAJORITY BOARD APPROVALS.

(a) Without the approval of the Board (or where permitted under
applicable law, a duly constituted committee of the Board which includes at
least one Class T Director and one Class V Director) by a vote which includes,
in addition to any other required vote of directors, the affirmative vote of a
majority of the Class T Director(s) (so long as a Class T Voting Conversion has
not occurred) AND a majority of the Class V Director(s) (so long as a Class V
Voting Conversion has not occurred) on the Board or such committee, as the case
may be, the Corporation shall not directly or through its subsidiaries engage in
any of the following acts or transactions:

(i) Merge, consolidate or enter into a business combination,
or otherwise reorganize the Corporation with or into one or more entities
(other than a merger of a wholly-owned subsidiary of the Corporation into
another wholly-owned subsidiary of the Corporation);

(ii) Sell all or substantially all of the Corporation's assets
to a person or entity that is not a wholly-owned subsidiary of the
Corporation;

(iii) Create, designate, issue, or sell out of treasury any
Common Stock or Preferred Stock (other than non-convertible preferred stock
containing none of the features described in this clause (iii) and not
entitling the holders thereof to elect more than two directors upon an
event of default) of, or other equity interests in, the Corporation or any
of its subsidiaries, any securities that are convertible into, exchangeable
for, or participate in dividends with, the Common Stock or Preferred Stock
of, or other equity interests in, the Corporation or any of its
subsidiaries, any stock appreciation rights or phantom equity interests in
the Corporation or any of its subsidiaries, any other right or
participation in the profits, income, cash flow, or revenues of the
Corporation or any of its subsidiaries (other than, in each case, cash
payments in the ordinary course of the Corporation's business, consistent
with past practice, in the nature of sales commissions, music license fees,
affiliate station compensation and participations paid to talent or
intellectual property rightsholders), or any options or conversion,
exchange or other rights in respect of the foregoing (other than pursuant
to an employee benefit plan or securities issued upon conversion or
exchange of securities (in accordance with the terms of such securities)
approved in accordance with the provisions of this Article III, Section
12(a)); provided that nothing in this Article III, Section 12(a)(iii) shall
require approval for the issuance of any security by any subsidiary of the
Corporation to the Corporation or to a wholly-owned subsidiary of the
Corporation;

<PAGE>

(iv) Pay any dividend or make any distribution to holders of
any equity securities of the Corporation, including by way of redemption or
repurchase of securities (other than a redemption or repurchase in
accordance with Article SEVENTH of the Restated Certificate of
Incorporation of the Corporation or a dividend, redemption or repurchase
required by the terms of any security the issuance of which was approved in
accordance with this Article III, Section 12(a)), or make any payments in
respect of any such equity securities, including payments relating to
options or derivatives in respect of such equity securities; provided,
however, that at such time as no warrants to purchase Class T Common Stock
are outstanding, the approval of a majority of the Class T Directors under
this Article III, Section 12(a)(iv) shall not be required, and that at such
time as no warrants to purchase Class V Common Stock are outstanding, the
approval of a majority of the Class V Directors under this Article III,
Section 12(a)(iv) shall not be required;

(v) Other than as provided in the proviso to the second
sentence of Article III, Section 2 of these Bylaws, increase the number of
members of the of the Board of Directors;

(vi) Engage in any business transaction outside of the
Corporation's ordinary course of business. For purposes of this
subparagraph (vi), the Corporation's ordinary course of business shall mean
any media or communications business and shall include, but not be limited
to, radio and television broadcasting, cable networking, cable programming,
television programming and syndication, interactive television, direct
broadcast satellite, pay-per-view television, sports promotion, home
shopping, print and on-line publishing or broadcasting, billboards,
recorded music and music publishing;

(vii) Dissolve, liquidate or terminate the Corporation; or

(viii) Amend this Article III, Section 12 of these Bylaws by
action of the Board.

(b) Without the approval of the Board (or where permitted under
applicable law, a duly constituted committee of the Board which includes at
least one Class T Director and one Class V Director) by a vote which includes,
in addition to any other required vote of directors, the affirmative vote of a
majority of the Class T Director(s) (so long as a Class T Voting Conversion has
not occurred) OR a majority of the Class V Director(s) (so long as a Class V
Voting Conversion has not occurred) on the Board or such committee, as the case
may be, the Corporation shall not directly or through its subsidiaries engage in
any of the following acts or transactions:

(i) Acquire or dispose of assets in any one transaction or
series of related transactions for a purchase or sale price in excess of
$50 million;

<PAGE>

(ii) Dispose of any interest in any television station which
broadcasts in the Spanish language in any of the top 15 Hispanic markets in
the United States;

(iii) Incur debt (other than capitalized lease obligations in
respect of satellite transponders) or issue preferred stock (not required
to be approved under Section 12(a)(iii)) as of any date in an aggregate
amount outstanding in excess of (x) the Corporation's EBITDA for the
twelve-month period ending on the last day of the quarter preceding such
date, multiplied by (y) five. For purposes of this subparagraph (ii),
EBITDA means the sum of net income, total depreciation expense, total
amortization expense, interest expense, and taxes as determined in
conformity with Generally Accepted Accounting Principles ("GAAP"); provided
that in the case of debt incurred for the purposes of an acquisition,
EBITDA shall be determined on a pro-forma basis giving effect to such
acquisition;

(iv) Subject to the provisions of paragraph (c) below, produce
or acquire any New Program;

(v) Enter into any transaction with A. Jerrold Perenchio or
any of his Related Persons, any Affiliates of A. Jerrold Perenchio or any such
Related Person or any officer, director or employee of any of the foregoing;

(vi) Employ or set the compensation or severance level of any
Affiliated Person, (as defined below). For the purposes hereof, an "Affiliated
Person" shall mean any person (i) who is a relative of any person who then is or
has previously been an executive officer of the Corporation or any of its
subsidiaries or who is then or has previously been a consultant receiving in
excess of $25,000 per year from the Corporation or any of its subsidiaries (or
any employee of any such consultant), (ii) who is being hired as a part-time
executive of the Corporation or (iii) who is then or has previously been an
employee or relative of A. Jerrold Perenchio, Grupo Televisa, S.A. or Gustavo or
Ricardo Cisneros (or any of their respective Affiliates).

(c) The super-majority vote described in subparagraph (b)(iv) above
(the "Production Approval") shall be required as follows:

(i) Until the Corporation's audited financial statements for
1996 are available, the Production Approval shall not be required.

(ii) If (x) the Corporation's audited financial statements for
any fiscal year disclose that Incremental EBITDA (as defined below) for
such fiscal year is equal to or greater than 30% of Incremental Sales (as
defined below) for such fiscal year, or (y) the Corporation's Adjusted
Sales decrease in any fiscal year but the Corporation's EBITDA/Sales Margin
in such year remains the same or increases, the

<PAGE>

Production Approval shall not be required prior to the issuance of the
Corporation's audited financial statements for the subsequent fiscal year.

(iii) If the Corporation's audited financial statements for any
fiscal year disclose that (x) Incremental EBITDA for such fiscal year is
less than 30% of Incremental Sales for such fiscal year and (y) the
EBITDA/Sales Margin (as defined below) for such fiscal year is less than
the greater of (A) 30% or (B) five points below the average EBITDA/Sales
Margin of the three highest consecutive years of EBITDA/Sales Margin within
the prior ten years (or since 1992 if less than 10 years) (the "Three Year
Margin"), then the Production Approval shall be required.

(iv) If the Production Approval is applicable, such approval
shall remain applicable until the Corporation's audited financial
statements for any fiscal year of the Corporation thereafter disclose that
during such fiscal year, the Corporation's EBITDA/Sales Margin is equal to
the greater of (x) 32.5% or (y) 2.5% below the Three Year Margin.
Thereafter, the Production Approval shall not be applicable until it again
becomes applicable pursuant to the provisions of this clause (c).

(v) All allocations and determinations under this paragraph
(c) shall be made in accordance with GAAP in a manner consistent with past
practices by the Corporation's chief financial officer as soon as
practicable after Corporation's audited financial statements are made
available to the Corporation. When such determinations are made, the
Corporation's auditors shall provide a certification to the Board as to
whether the Programming Approval will be applicable, such certification to
include a statement from the auditor as to the reasonableness of such
allocations and determinations.

For the purposes of this Article III, Section 12, the following definitions
shall apply:

"Adjusted EBITDA" for any fiscal year means the sum of net income, total
depreciation expense, amortization expense, interest expense, and taxes for such
fiscal year (as determined in conformity with GAAP) of the Corporation's
Univision and Galavision Spanish language broadcast television business, without
giving effect to earnings from Excepted Special Programs.

"Adjusted Sales" for any fiscal year means the net revenue for such fiscal year
as determined in conformity with GAAP) of the Corporation's Univision and
Galavision Spanish language broadcast television business, without giving effect
to sales from Excepted Special Programs.

"EBITDA/Sales Margin" for any fiscal year means the ratio (calculated as a
percentage) of Adjusted EBITDA to Adjusted Sales for such fiscal year.

<PAGE>

"Excepted Special Programs" means (i) Special Programs (as defined in the
Amended and Restated Program License Agreements dated as of October 1, 1996
among The Univision Network Limited Partnership ("UNLP") and Univisa, Inc.
("Univisa") and UNLP and Dennevar, B.V. ("Dennevar"), respectively, that are
licensed from Univisa or Dennevar as contemplated by such agreements including,
but not limited to World Cup telecasts, and (ii) Special Programs, the
production or acquisition of which are approved by a Class T Director or a Class
V Director.

"Grandfathered Programs" shall have the meaning given to such term in the
International Program Rights Agreement dated as of October 2, 1996 among the
Corporation, Grupo Televisa, S.A. and Venevision International, Inc.

"Incremental EBITDA" for any fiscal year means the increase in Adjusted EBITDA
for such fiscal year over the Adjusted EBITDA for the previous fiscal year.

"Incremental Sales" for any fiscal year means the increase in Adjusted Sales for
such fiscal year over the Adjusted Sales for the previous fiscal year.

"New Programs" shall have the meaning given to such term in the International
Program Rights Agreement dated as of October 2, 1995 among the Corporation,
Grupo Televisa, S.A. and Venevision International, Inc.

All other capitalized terms not defined shall have the meaning given to such
terms in the Restated Certificate of Incorporation.

ARTICLE IV

OFFICERS

Section 1. OFFICERS. The Corporation shall have a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer.
The Corporation may also have, at the discretion of the Board, one or more
Assistant Secretaries, one or more Assistant Treasurers and such other officers
as may be elected or appointed in accordance with the provisions of Section 2 of
this Article. Any two or more of such offices may be held by the same person.

Section 2. ELECTION. The officers of the Corporation shall be
elected annually by the Board and, subject to whatever rights an officer may
have under a contract of employment with the Corporation, all officers shall
serve at the pleasure of the Board.

<PAGE>

Section 3. REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by the Board at any time. Any such removal shall
be without prejudice to the rights, if any, of the officer under any contract of
employment of the officer.

Any officer may resign at any time by giving written notice to the
Corporation, but without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular election or appointment to such
office.

Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board and shall be the
chief executive officer of the Corporation unless the President is the chief
executive officer.

Section 6. PRESIDENT. The President shall be the chief operating
officer of the Corporation and, if designated by the Board, the chief executive
officer of the Corporation. Subject to the control of the Board (and to the
chief executive officer, if the President does not hold such office) and to the
powers vested by the Board in any committee or committees appointed by the
Board, the President shall have general supervision, direction and control of
the business and officers of the Corporation. The President shall have the
general powers and duties of management usually vested in the chief executive
officer of a corporation and shall have such other powers and duties as may be
prescribed by the Board or these Bylaws. Subject to Article III, Section
12(b)(vi), the President shall have the authority to hire and fire all employees
of and consultants to the Corporation and its subsidiaries.

Section 7. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board,
or, if not ranked, the Vice President designated by the Board shall perform all
the duties of the President and when so acting shall have all of the powers of
and be subject to all of the restrictions upon the President. The Vice
Presidents shall have such other powers and perform such duties as may be
prescribed for them, respectively, from time to time, by the Board, the
President or these Bylaws.

Section 8. SECRETARY. The Secretary shall keep, or cause to be kept,
at the principal executive office and such other place as the Board may order, a
book of minutes of all meetings of stockholders, the Board and its committees,
with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at Board
and committee meetings, the number of shares present

<PAGE>

or represented at stockholders' meetings, and the proceedings thereof. The
Secretary shall keep, or cause to be kept, a copy of these Bylaws of the
Corporation at the principal executive office or business office.

The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, if one be appointed, a share register or a duplicate share register
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board and any committees thereof required by
these Bylaws or by law to be given, shall keep the seal of the Corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board.

Section 9. TREASURER. The Treasurer is the chief financial officer
of the Corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation and shall send or cause to be sent to the
stockholders of the Corporation such financial statements and reports as are by
law or these Bylaws required to be sent to them. The books of account shall at
all times be open to inspection by any director.

The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositaries as may be designated
by the Board. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board, shall render to the President and the directors,
whenever they request it, an account of all transactions as Treasurer and of the
financial condition of the Corporation and shall have such other powers and
perform such other duties as may be prescribed by the Board.

ARTICLE V

FORM OF STOCK CERTIFICATE

Every holder of capital stock in the Corporation shall be entitled to
have a certificate signed by, or in the name of, the Corporation by the Chairman
of the Board, the President, the Chief Executive Officer or a Vice President and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation certifying the number of shares owned by him or her
in the Corporation. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be

<PAGE>

issued by the Corporation with the same effect as if he or she were such
officer, transfer agent, or registrar at the date of the issue.

ARTICLE VI

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chief executive officer or any other officer or officers
authorized by the Board are each authorized to vote, represent, and exercise on
behalf of the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officer.

ARTICLE VII

TRANSFERS OF STOCK

Subject to any restrictions on transfer applicable thereto, upon
surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.

ARTICLE VIII

LOST, STOLEN, OR DESTROYED CERTIFICATES

The Corporation may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of the fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate or certificates, or his or her legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

<PAGE>

ARTICLE IX

RECORD DATE

In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
and which record date: (1) in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof, shall,
unless otherwise required by law, not be more than sixty nor less than ten days
before the date of such meeting; (2) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board; and (3) in the case
of any other action, shall not be more than sixty days prior to such other
action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation in
accordance with applicable law, or, if prior action by the Board is required by
law, shall be at the close of business on the day on which the Board adopts the
resolution taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

ARTICLE X

REGISTERED STOCKHOLDERS

The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by applicable law.

<PAGE>

ARTICLE XI

NOTICES

Section 1. MANNER OF NOTICE. Whenever under the provisions of
applicable law, the Restated Certificate of Incorporation or these Bylaws,
notice is required to be given to any director, committee member, officer, or
stockholder, it shall not be construed to mean personal notice, but such notice
may be given, in the case of stockholders, in writing, by mail, by depositing
the same in the post office or letter box, in a postpaid sealed wrapper,
addressed to such stockholder, at such address as appears on the books of the
Corporation, and, in the case of directors, committee members and officers, by
telephone, by telecopy or other electronic transmission, or by recognized
delivery service to the last business address known to the Secretary of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed, telephoned, telecopied, or transmitted or delivered.

Section 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of applicable law, the Restated Certificate of
Incorporation or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

ARTICLE XII

AMENDMENTS

Subject to the provisions of the Restated Certificate of Incorporation
and Article III, Sections 12(a) and (b) of these Bylaws, the Board shall have
the power to make, adopt, alter, amend and repeal from time to time these
Bylaws, subject to the right of the stockholders entitled to vote with respect
thereto to adopt, alter, amend, and repeal Bylaws made by the Board, provided no
amendment made by the Board may adversely affect the rights accorded to the
holders of the Class T Common Stock or the Class V Common Stock which affects
such class differently from the other classes of Common Stock of the Corporation
without the consent of a majority of the Class T Directors (unless a Class T
Voting Conversion has occurred) and a majority of the Class V Directors (unless
a Class V Voting Conversion has occurred), as the case may be.

<PAGE>

ARTICLE XIII

MISCELLANEOUS

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board.

Section 2. SEAL. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board.

Section 3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS
AND COMMITTEES. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 4. FORM OF RECORDS. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.

<PAGE>
EXHIBIT 5.1

[LETTERHEAD O'MELVENY & MYERS LLP]

January
14th
1 9 9 8

(310) 553-6700
884,097-053

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, CA 90067

Dear Ladies and Gentlemen:

Univision Communications Inc. (the "Company") is registering up to
24,150,000 shares of its Class A Common Stock, par value $0.01 per share, of
which up to 23,050,000 shares are being sold by certain selling stockholders of
the Company (the "Common Shares") and up to 1,100,000 shares will be issued upon
exercise of warrants acquired by the underwriters from other selling
stockholders (the "Warrant Shares," and together with the Common Shares, the
"Shares"), under the Securities Act of 1933, as amended (the "Act"), pursuant to
a Registration Statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission on January 14, 1998. In connection with
this transaction, you have requested our opinion with respect to the matters set
forth below.

We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.

We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.

Subject to the foregoing and in reliance thereon, it is our opinion
that the Shares have been duly authorized by all necessary corporate action on
the part of the

<PAGE>

Page 2 - Univision Communications Inc. - January 14, 1998

Company, and that, upon delivery and payment of the exercise price of the
Warrant Shares and issuance of the Shares as contemplated in the Registration
Statement, the Amended and Restated Warrant and the Company's Restated
Certificate of Incorporation, the Shares will be validly issued, fully paid and
non-assessable.

We consent to your filing this opinion as an exhibit to the
Registration Statement and the reference to our firm contained under the heading
"Legal Matters."

Very truly yours,

/s/ O'Melveny & Myers LLP

O'MELVENY & MYERS LLP

<PAGE>
EXHIBIT 11.1

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

COMPUTATION OF HISTORICAL PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
Year Ended December 31, September 30,
----------------------------------------------------------------------- -------------------------
1992(a) 1993 1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ------------ ----------- ------------
PREDECESSOR
COMPANY
<S> <C> <C> <C> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Income (loss) before
extraordinary loss on
extinguishment of debt...... $ 28,623 $ (27,181) $ (7,739) $ (9,388) $ 18,593 $ 3,352 $ 50,371
Extraordinary loss on
extinguishment of debt...... -- -- (4,321) (801) (8,228) (11,558) --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss)............. 28,623 (27,181) (12,060) (10,189) 10,365 (8,206) 50,371
Less preferred stock
dividends................... -- -- -- -- -- -- (381)
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss) applicable
to common stock............. $ 28,623 $ (27,181) $ (12,060) $ (10,189) $ 10,365 $ (8,206) $ 49,990
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
NUMBER OF SHARES ON WHICH NET
INCOME (LOSS) PER SHARE IS
BASED:
Historical weighted average
common shares outstanding... 20,000 20,000 20,000 20,000 253,332 20,000 253,332
Reorganization stock dividend
(227.010528 shares for each
common share)............... 4,540,210 4,540,210 4,540,210 4,540,210 57,509,030 4,540,210 57,509,030
Reorganization shares
issued...................... -- -- -- -- 8,670,998 -- 8,670,998
Public offering shares
issued...................... -- -- -- -- 16,340,000 -- 16,340,000
Additional shares issued to
underwriters................ -- -- -- -- 2,451,000 -- 2,451,000
Options converted to Class A
common stock................ -- -- -- -- -- -- 880
----------- ----------- ----------- ----------- ------------ ----------- ------------
Weighted average common shares
before dilutive effect of
common stock equivalents.... 4,560,210 4,560,210 4,560,210 4,560,210 85,224,360 4,560,210 85,225,240
----------- ----------- ----------- ----------- ------------ ----------- ------------
Common stock equivalents:
Warrants...................... -- -- -- -- 28,779,416 28,719,902 28,785,570
Options....................... -- -- -- -- 1,423,262 -- 1,572,242
----------- ----------- ----------- ----------- ------------ ----------- ------------
Weighted average common
shares...................... 4,560,210(b) 4,560,210(b) 4,560,210(b) 4,560,210(b) 115,427,038 33,280,112 115,583,052
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
PRIMARY EARNINGS PER SHARE:
Income (loss) per share before
extraordinary loss.......... $ 6.28 $ (5.96) $ (1.70) $ (2.06) $ 0.16 $ 0.10 $ 0.44
Extraordinary loss per
share....................... -- -- (0.95) (0.18) (0.07) (0.35) --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss) per share... 6.28 (5.96) (2.65) (2.24) 0.09 (0.25) 0.44
Less preferred stock
dividends................... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss) per share
applicable to common
stock....................... $ 6.28 $ (5.96) $ (2.65) $ (2.24) $ 0.09 $ (0.25) $ 0.44
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
</TABLE>

<PAGE>
EXHIBIT 11.1

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES (CONTINUED)

COMPUTATION OF HISTORICAL PRIMARY AND FULLY DILUTED EARNINGS PER SHARE

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

FULLY DILUTED EARNINGS PER
SHARE (c)
Income (loss) before
extraordinary loss on
extinguishment of debt...... $ 28,623 $ (27,181) $ (7,739) $ (9,388) $ 18,593 $ 3,352 $ 50,371
Extraordinary loss on
extinguishment of debt...... -- -- (4,321) (801) (8,228) (11,558) --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss)............. 28,623 (27,181) (12,060) (10,189) 10,365 (8,206) 50,371
Less preferred stock
dividends................... -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss) applicable
to common stock............. $ 28,623 $ (27,181) $ (12,060) $ (10,189) $ 10,365 $ (8,206) $ 50,371
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
NUMBER OF SHARES ON WHICH NET
INCOME (LOSS) PER SHARE IS
BASED:
Historical weighted average
common shares outstanding... 20,000 20,000 20,000 20,000 253,332 20,000 253,332
Reorganization stock dividend
(227.010528 shares for each
common share)............... 4,540,210 4,540,210 4,540,210 4,540,210 57,509,030 4,540,210 57,509,030
Reorganization shares
issued...................... -- -- -- -- 8,670,998 -- 8,670,998
Public offering shares
issued...................... -- -- -- -- 16,340,000 -- 16,340,000
Additional shares issued to
underwriters................ -- -- -- -- 2,451,000 -- 2,451,000
Options converted to Class A
common stock................ -- -- -- -- -- -- 880
----------- ----------- ----------- ----------- ------------ ----------- ------------
Weighted average common shares
before dilutive effect of
common stock equivalents.... 4,560,210 4,560,210 4,560,210 4,560,210 85,224,360 4,560,210 85,225,240
----------- ----------- ----------- ----------- ------------ ----------- ------------
Common stock equivalents:
Warrants...................... -- -- -- -- 28,781,100 28,719,902 28,813,070
Options....................... -- -- -- -- 1,463,568 -- 2,257,433
Convertible Preferred Stock... -- -- -- -- 159,940 -- 734,225
----------- ----------- ----------- ----------- ------------ ----------- ------------
Weighted average common
shares...................... 4,560,210(b) 4,560,210(b) 4,560,210(b) 4,560,210(b) 115,628,968 33,280,112 117,029,968
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
FULLY DILUTED EARNINGS PER
SHARE:
Income (loss) per share before
extraordinary loss.......... $ 6.28 $ (5.96) $ (1.70) $ (2.06) $ 0.16 $ 0.10 $ 0.43
Extraordinary loss per
share....................... -- -- (0.95) (0.18) (0.07) (0.35) --
----------- ----------- ----------- ----------- ------------ ----------- ------------
Net income (loss) per share... $ 6.28 $ (5.96) $ (2.65) $ (2.24) $ 0.09 $ (0.25) $ 0.43
----------- ----------- ----------- ----------- ------------ ----------- ------------
----------- ----------- ----------- ----------- ------------ ----------- ------------
</TABLE>

- ------------------------------
(a) Represents the addition of the results of operations of the predecessor
company (January 1, 1992 through December 16, 1992) and PCI for the period
of December 17 through December 31, 1992.

(b) For the years ended 1995, 1994 and 1993, and for the period December 17
through December 31, 1992 losses were generated before extraordinary loss on
extinguishment of debt and the warrants were excluded from the weighted
average common shares outstanding since their effect were anti-dilutive.

(c) This calculation is presented in accordance with the Securities Exchange Act
of 1934, although it is not required disclosure under APB Opinion No. 15.

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Univision Communications Inc.:

As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation by
reference in this registration statement of our reports dated March 6, 1997
included in Univision Communication Inc.'s Form 10-K for the year ended December
31, 1996 and to the incorporation by reference of our report to The Univision
Network Holding Limited Partnership dated February 15, 1996 (except with respect
to the matters discussed in Note 10, as to which the date is June 17, 1996)
included in Registration Statement file No. 333-6309 and to all references to
our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
January 12, 1998