TELEMUNDO GROUP INC
10-C, 1995-07-18
TELEVISION BROADCASTING STATIONS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-C
                                
         Report by Issuer of Securities Quoted on NASDAQ
                  Interdealer Quotation System
          Filed pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                      or 15d-17 thereunder

                      TELEMUNDO GROUP, INC.

         (Exact name of issuer as specified in charter)

                      2290 West 8th Avenue
                     Hialeah, Florida 33010

            (Address of principal executive offices)

Issuer's telephone number, including area code: (305) 884-8200

           I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in
the number of shares outstanding:

1.   Title of security: Common Stock, $.01 par value, Series A
2.   Number of shares outstanding before the change:  5,178,797
3.   Number of shares outstanding after the change:  5,523,504
4.   Effective date of change:  At various times from April 30,
     1995 to June 30, 1995.
5.   Method of Change:
     (Specify method (such as merger, acquisition, exchange,
     distribution, stock split, reverse split, acquisition of
     stock for treasury, etc.))

     Conversion of Series B Common Stock into Series A Common
     Stock.

     Give brief description of transaction:  5,611,606 shares of
     Series B Common Stock were issued on December 30, 1994
     pursuant to the Issuer's Chapter 11 plan of reorganization
     consummated on that date.  The Series B Common Stock is
     convertible into shares of Series A Common Stock on a one-to-
     one ratio at any time at the option of the holder.  From
     April 30, 1995 to June 30, 1995, 344,707 shares of Series B
     Common Stock had been converted to Series A Common Stock.

                  II.  CHANGE IN NAME OF ISSUER

1.    Name prior to change ________________________________________________
2.    Name after change ___________________________________________________
3.    Effective date of charter amendment changing name____________________
4.    Date of shareholder approval of change, if required__________________

Date:  July 14, 1995

                                                 /s/ Jose M. Sariego
                               
                                             Jose M. Sariego, Secretary
                                           (Officer's signature and title)




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