TELEMUNDO GROUP INC, DEF 14A, 1997-04-29

TELEMUNDO GROUP INC
DEF 14A, 1997-04-29
TELEVISION BROADCASTING STATIONS

Previous: BURNHAM PACIFIC PROPERTIES INC, 424B2, 1997-04-29

Next: CALIFORNIA DAILY TAX FREE INCOME FUND INC, 485BPOS, 1997-04-29

TELEMUNDO GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 12, 1997

The Annual Meeting of Stockholders of Telemundo Group,
Inc., a Delaware corporation (the "Company"), will be held at
The Michelangelo Hotel, 152 West 51st Street, New York, New
York on Thursday, June 12, 1997, beginning at 10:00 a.m.

At the meeting, stockholders will be asked to:

1. Elect nine directors to serve for the ensuing year or
until their successors are duly elected and qualified.

2. Approve the 1996 Non-Employee Director Stock Option
Plan.

3. Transact any other business that may properly come
before the meeting or any adjournment thereof.

ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
APRIL 25, 1997 WILL BE ENTITLED TO NOTICE OF, AND TO VOTE AT, THE MEETING.
A LIST OF SUCH STOCKHOLDERS WILL BE AVAILABLE FOR INSPECTION AT THE
OFFICES OF THE COMPANY, 2290 WEST 8TH AVENUE, HIALEAH, FLORIDA, DURING
NORMAL BUSINESS HOURS DURING THE TEN-DAY PERIOD PRIOR TO THE MEETING.

Your attention is directed to the accompanying Proxy
Statement. Please mark, sign and date the enclosed proxy card
and mail it promptly in the accompanying envelope. This will
enable your shares to be voted in accordance with your
instructions.

By Order of the Board of Directors

Osvaldo F. Torres
Associate General Counsel and Secretary

Miami, Florida
April 30, 1997

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE ENCLOSED STAMPED ENVELOPE. IF YOU ATTEND
THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.

PROXY STATEMENT

TELEMUNDO GROUP, INC.
2290 WEST 8TH AVENUE
HIALEAH, FLORIDA 33010
___________________

ANNUAL MEETING OF STOCKHOLDERS

June 12, 1997
_________________

GENERAL

The enclosed proxy is solicited by and on behalf of the
Board of Directors of Telemundo Group, Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at The
Michelangelo Hotel, 152 West 51st Street, New York, New York,
on Thursday, June 12, 1997 beginning at 10:00 a.m. local time
and at any adjournment thereof. At the Annual Meeting,
stockholders will be requested to act upon the matters set
forth in this Proxy Statement. If you are not present in
person at the meeting, your shares can be voted only when
represented by proxy. The shares represented by your proxy
will be voted in accordance with your instructions if the proxy
is properly completed, signed and returned to the Company prior
to the Annual Meeting. If no choice is specified, the shares
represented by the proxy will be voted for the election of all
of the Company's nominees for director and for approval of the
Company's 1996 Non-Employee Directors' Stock Option Plan
("Director Stock Option Plan"). A proxy given pursuant to this
solicitation may be revoked at any time prior to its exercise
by written notice delivered to the Associate General Counsel
and Secretary of the Company, by executing and delivering to
the Associate General Counsel and Secretary a proxy with a
later date, or by attending the Annual Meeting and voting in
person.

Solicitation of proxies will be made initially by mail.
The Company's directors, officers and employees may also
solicit proxies in person or by telephone without additional
compensation. In addition, proxies may be solicited by certain
banking institutions, brokerage firms, custodians, trustees,
nominees and fiduciaries who will mail material to or otherwise
communicate with the beneficial owners of shares of the
Company's Common Stock, $.01 par value ("Common Stock"). The
cost of this solicitation will be borne by the Company. The
Company's Annual Report to Stockholders for the year ended
December 31, 1996 accompanies this Proxy Statement, and it is
anticipated that this Proxy Statement and accompanying proxy
and other materials will be mailed on or about May 2, 1997 to
stockholders of record on April 25, 1997.

The Company's only class of voting securities is its
Common Stock, which is divided into Series A Common Stock (the
"Series A Common Stock") and Series B Common Stock (the "Series
B Common Stock"). Only stockholders of record at the close of
business on April 25, 1997 are entitled to notice of and to
vote at the Annual Meeting. Each share of Common Stock
entitles the holder thereof to one vote on all matters properly
brought before the Annual Meeting, except that, under the
Company's Restated Certificate of Incorporation ("Restated
Certificate"), five of the nine members of the Board of
Directors will be elected by the holders of the Series B Common
Stock ("Series B Directors"), voting separately as a series,
and the remaining four directors will be elected by the holders
of the Series A Common Stock ("Series A Directors"), voting
separately as a series. The presence, in person or by proxy,
of a majority of the shares entitled to vote is necessary to
constitute a quorum at the Annual Meeting. With respect to the
election of directors, a majority of the outstanding shares of
Series A Common Stock, present or represented by proxy, is
necessary to constitute a quorum for purposes of electing the
Series A Directors, and a majority of the outstanding shares of
Series B Common Stock, present or represented by proxy, is
necessary to constitute a quorum for purposes of electing the
Series B Directors. Directors are elected by a plurality of
the votes of the shares eligible to vote present in person or
represented by proxy at the Annual Meeting, with the Series A
Directors receiving the highest number of Series A Common Stock
votes and the Series B Directors receiving the highest number
of Series B Common Stock votes being elected to the Board of
Directors. In the case of the approval of the 1996 Non-
Employee Director Stock Option Plan, the affirmative vote of
the holders of a majority of the shares of Common Stock present
in person or represented by proxy at the Annual Meeting and
entitled to vote is required for approval. In the case of the
approval of any other proposals which may properly come before
the Board of Directors, except as required by Law or the
Restated Certificate, the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting and entitled to vote
is required for approval of each such proposal.

Shares that are entitled to vote but that are not voted at
the direction of the beneficial owner ("abstentions"), shares
represented by proxies or ballots that are marked "withhold
authority" with respect to the election of any one or more
nominees for election as directors, and votes withheld by
brokers in the absence of instruction from beneficial holders
("broker nonvotes") will be counted for the purpose of
determining whether there is a quorum for the transaction of
business at the Annual Meeting. In determining whether a
matter requiring approval of a majority of the shares present
and entitled to vote has been approved or whether a plurality
of the shares present and entitled to vote has been voted,
abstentions and withheld votes will have the same effect as a
vote against and broker nonvotes will be disregarded and will
have no effect on the outcome of the vote.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At April 21, 1997, there were approximately 230 holders of
record of the Company's Common Stock, which is the only class
of capital stock of the Company outstanding. As discussed
under the caption "General" above, the Company's Common Stock
is divided into Series A Common Stock and Series B Common
Stock. At April 21, 1997, there were 6,966,895 shares of
Series A Common Stock and 3,198,761 shares of Series B Common
Stock outstanding.

The following table sets forth, to the knowledge of the
Company based upon information provided by the holders set
forth below or publicly available filings, information
regarding the ownership of the Company's Common Stock at April
21, 1997 by (a) all persons known to the Company to be the
beneficial owners of more than 5% of the Company's Series A
Common Stock or Series B Common Stock outstanding, (b) each
director and "Named Executive Officer" of the Company (as
defined in the Summary Compensation Table), and (c) all
directors and executive officers of the Company as a group.
Except as noted below, to the Company's knowledge, each such
owner has sole voting and investment power for the shares
indicated as beneficially owned by them.

<TABLE>
<CAPTION>
Series A Common Stock Series B Common Stock Total Common Stock
---------------------- ---------------------- -----------------------
Amount and Amount and Amount and
Nature of Nature of Nature of
Beneficial Percentage Beneficial Percentage Beneficial Percentage
Name of Beneficial Ownership Ownership of Class Ownership of Class Ownership of Class
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
5% or greater stockholders
Bastion Capital Fund, L.P...... 964,997 13.9% 882,688 27.6% 1,847,685(2) 18.2%
Suite 2960
1999 Avenue of the Stars
Los Angeles, CA 90067(1)

TLMD Partners, II, L.L.C....... 41,776(3) * 1,550,465 48.5 1,592,241(3) 15.6
c/o Apollo Management, L.P.
1301 Avenue of the Americas
38th Floor
New York, NY 10019(1)

FMR Corp....................... 734,400 10.5 - - 734,400(4) 7.2
82 Devonshire Street
Boston, MA 02109

Hernandez Partners............. 49,998 * 450,001 14.1 499,999(5) 4.9
900 S. Garfield Avenue
Alhambra, CA 91801(1)

Reliance Group Holdings, Inc... 498,047 6.9 - - 498,047(6) 4.8
55 East 52nd Street
New York, NY 10055

Palisade Capital 464,700 6.7 - - 464,700(7) 4.6
Management , L.L.C...........
One Bridge Plaza, Suite 695
Fort Lee, NJ 07024

Odyssey Partners, L.P.......... 30,500 * 273,671 8.6 304,171(8) 3.0
31 West 52nd Street
New York, NY 10019

Directors and Nominees for
Director

Leon D. Black(1)............... 2,933 * 200,000 6.3 202,933 2.0
Guillermo Bron(1).............. 964,997 13.9 882,688 27.6 1,847,685 18.2
Roland A. Hernandez(1)(9)...... 306,248 4.2 450,001 14.1 756,249(5) 7.3
Alan Kolod..................... 500 * - - 500 *
Barry W. Ridings............... - - - - - -
Bruce H. Spector............... - - - - - -
Daniel D. Villanueva(1)........ 964,997 13.9 882,688 27.6 1,847,685(2) 18.2
Edward M. Yorke................ - - - - - -
David E. Yurkerwich............ 1,000 * - - 1,000 *

Named Executive Officers

Roland A. Hernandez(1)(9)...... 306,248 4.2 450,001 14.1 756,249(5) 7.3
Stephen J. Levin(9)............ 25,000 * - - 25,000 *
Jose C. Cancela(9)............. - - - - - -
Peter J. Housman II(9)......... - - - - - -
Stuart Livingston(9)........... 5,000 * - - 5,000 *

All directors and executive
officers as a group............ 1,305,678 18.0 1,532,689 47.9 2,838,367 27.2

- -------------
<FN>
*Less than 1%

(1) TLMD Partners II, L.L.C., a Delaware limited liability
company ("TLMD Partners"), Bastion Capital Fund, L.P., a
Delaware limited partnership ("Bastion"), Hernandez Partners, a
California partnership ("Hernandez Partners"), and Mr. Black
(collectively, the "Major Stockholders"), collectively own
1,017,930 shares of Series A Common Stock, constituting 15.4%
of the Series A Common Stock outstanding (excluding warrants
described in Footnote 2), and 3,083,154 shares of Series B
Common Stock, constituting 87.3% of the Series B Common Stock
outstanding. In total, the Major Stockholders own 4,101,084
shares of Common Stock, constituting 40.4% of the Common Stock
outstanding.

The Major Stockholders have entered into a Shareholders
Agreement dated as of December 20, 1994 (the "Shareholders
Agreement") pursuant to which each of them has agreed subject
to the provisions of the Shareholders Agreement, among other
things, to use its reasonable best efforts to cause Mr. Black
(or his nominee), two nominees of TLMD Partners, a nominee of
Bastion and a nominee of Hernandez Partners to be elected to
the Board of Directors of the Company. Pursuant to the
Shareholders Agreement, the Major Stockholders have agreed that
all of the shares of Common Stock owned by each of them will be
voted by a voting committee comprised of three members, one of
which is appointed by TLMD Partners, one of which is appointed
by Bastion and one of which is an independent member (as
defined in the Shareholders Agreement). Currently, the members
of the voting committee are John J. Hannan, a principal and
limited partner of Apollo Management, L.P., a Delaware limited
partnership ("Apollo Management"), Mr. Bron, a director of the
Company, and Alan Abramson, a private investor. The addresses
of Messrs. Hannan, Bron and Abramson are c/o Apollo Management,
L.P., 1301 Avenue of the Americas, New York, NY 10019, c/o
Bastion Capital Fund, L.P., 1999 Avenue of the Stars, Suite
2960, Los Angeles, CA 90067, and c/o Abramson Brothers Inc.,
501 5th Avenue, New York, New York 10017, respectively. The
parties to the Shareholders Agreement have appointed the voting
committee as their attorney-in-fact and proxy to vote all
shares of Common Stock owned by such parties as to which a vote
of stockholders is required (including as relates to the
election of directors as contemplated above). The Shareholders
Agreement (other than certain provisions relating to the rights
of Major Stockholders other than TLMD Partners to participate
in certain sales of Common Stock by TLMD Partners and specified
transferees) will terminate on the earlier of the date when no
shares of Series B Common Stock are outstanding and the date
when TLMD Partners ceases to own shares of Series B Common
Stock representing at least 245,003 shares of Series B Common
Stock. The Shareholders Agreement (other than such sale
participation rights) may also be terminated as of the date
specified by TLMD Partners in a written notice delivered to the
other Major Stockholders, subject to the receipt of any
regulatory approvals.

Each Major Stockholder disclaims beneficial ownership of
any shares of Common Stock which it does not directly own.

(2) The sole general partner of Bastion is Bastion Partners,
L.P., a Delaware limited partnership ("Bastion Partners"). The
only general partners of Bastion Partners are Bron Corp., a
Delaware corporation ("BC") and Villanueva Investments, Inc., a
Delaware corporation ("VII"). The sole holder of voting stock
and the sole director and officer of BC is Mr. Bron. The sole
holder of voting stock of VII is the Daniel Villanueva Living
Trust, a trust created under the laws of California, the co-
trustees of which are Daniel D. Villanueva and Myrna E.
Villanueva. Mr. Villanueva is the sole director and principal
officer of VII. Messrs. Bron and Villanueva are the managing
directors of Bastion Capital Corp., which manages the affairs
of Bastion pursuant to a management agreement.

(3) Includes warrants expiring December 30, 1999 representing
the immediate right to purchase 41,774 shares of Series A
Common Stock at an exercise price of $7.00 per share. Warrants
to purchase 29,242 shares of Series A Common Stock are
beneficially owned by Lion Advisors, L.P., a Delaware limited
partnership ("Lion Advisors") for the benefit of an investment
account under management over which Lion Advisors has exclusive
voting, dispositive and investment power. The remaining
warrants to purchase 12,532 shares of Series A Common Stock are
owned by AIF II, L.P., a Delaware Limited Partnership ("AIF
II"). AIF II is the manager of TLMD Partners and has sole
dispositive power with respect to the securities held by TLMD
Partners. Mr. Black, Mr. Spector and Mr. Yorke are associated
with Apollo Management and Lion Advisors. TLMD Partners,
Mr. Black, Mr. Spector and Mr. Yorke disclaim beneficial
ownership of all securities not held directly by any of them.

(4) Of the amount shown, 460,800 shares are held beneficially
by Fidelity Management & Research Company and 273,600 shares
are held beneficially by Fidelity Management Trust Company,
both of which are wholly-owned subsidiaries of FMR Corp. The
information with respect to FMR Corp. and its beneficial
ownership of shares of the Company's Common Stock is based on
the Schedule 13G filed with the Securities and Exchange
Commission which was last amended on February 7, 1997.

(5) The general partners of Hernandez Partners are Roland A.
Hernandez and Enrique Hernandez, Jr., his brother. Each of the
general partners of Hernandez Partners has dispositive and
voting power with respect to the shares of Common Stock held by
Hernandez Partners, except as described in footnote (1) above.
Amounts for Mr. Hernandez include options representing the
immediate right to purchase 256,250 shares of Series A Common
Stock. See "Employment and Severance Agreements."

(6) Of the amount shown, 82 shares are held beneficially by
Reliance Group Holdings, Inc. ("RGH") and 497,965 shares are
held beneficially by Reliance Insurance Company ("RIC"), an
indirect wholly owned subsidiary of RGH. Includes warrants to
purchase 32 shares of Series A Common Stock beneficially owned
by RIC and warrants to purchase six shares of Series A Common
Stock beneficially owned by RGH, both at an exercise price of
$7.00 per share, which warrants are immediately exercisable
until December 30, 1999. Also includes warrants beneficially
owned by RIC to purchase 277,778 shares of Series A Common
Stock at an exercise price of $7.19 per share, one-half of
which warrants are immediately exercisable until December 30,
2000 and one-half until December 30, 2001. Does not include
warrants beneficially owned by RIC to purchase 138,889 shares
of Series A Common Stock at an exercise price of $7.19 per
share, which are exercisable from December 30, 1997 through
December 30, 2002.

(7) The information with respect to Palisade Capital
Management, L.L.C. and its beneficial ownership of shares of
the Company's Common Stock is based on the Schedule 13G filed
with the Securities and Exchange Commission, which was last
amended as of December 31, 1996.

(8) The information with respect to Odyssey Partners, L.P. and
its beneficial ownership of shares of the Company's Common
Stock is based on the Schedule 13D filed with the Securities
and Exchange Commission, which was last amended on October 30,
1996.

(9) Messrs. Hernandez, Levin, Cancela, Housman and Livingston
are named in the "Summary Compensation Table" under the section
captioned "Executive Compensation" below. Messrs. Hernandez,
Levin, Cancela, Housman and Livingston are presently executive
officers of the Company. Shares held include options
representing the immediate right to purchase the following
shares of Series A Common Stock: Messrs. Hernandez 256,250,
Levin 25,000 and Livingston 5,000. See "Employment and
Severance Agreements."

</TABLE>

ELECTION OF DIRECTORS

The Board of Directors has nominated the persons described
below for election as directors at the Annual Meeting, all of
whom are currently directors of the Company. Of the nominees
for director, five will be voted upon by the holders of the
Series B Common Stock voting separately as a series. Those
nominees are Leon D. Black, Guillermo Bron, Roland A.
Hernandez, Bruce H. Spector, and Edward M. Yorke (the "Series B
Nominees"). The remaining four nominees will be voted upon by
the holders of the Series A Common Stock voting separately as a
series. Those nominees are Alan Kolod, Barry W. Ridings,
Daniel D. Villanueva and David E. Yurkerwich (the "Series A
Nominees").

The Major Stockholders collectively own 96.4% of the
outstanding shares of Series B Common Stock as of April 21,
1997. See "Security Ownership of Certain Beneficial Owners
and Management." If the Major Stockholders vote their shares
of Series B Common Stock in favor of the Series B Nominees,
such nominees will be assured of election to the Board of
Directors.

THE BOARD OF DIRECTORS HAS NOMINATED EACH OF THESE PERSONS
AND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THEM
TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL
THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
UNLESS OTHERWISE SPECIFIED THEREIN, PROXIES SOLICITED BY THE
BOARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.

The following is a brief description of each nominee:

Series B Nominees

Leon D. Black, 45, became Chairman of the Board of
Directors of the Company as of December 30, 1994 upon
consummation of the Company's second amended plan of
reorganization. Mr. Black is one of the founding principals and
a limited partner of Apollo Management which, together with an
affiliate, acts as managing general partner of Apollo
Investment Fund, L.P., AIF II and Apollo Investment Fund III,
L.P., private securities investment funds. AIF II is the
manager of TLMD Partners. Mr. Black also is a founding
principal of Lion Advisors which acts as financial advisor to
and representative for certain institutional investors with
respect to securities investments. Mr. Black is a director of
Samsonite, Inc., Big Flower Press, Inc., Converse, Inc.,
Furniture Brands International, Inc., Culligan Water
Technologies, Inc., and Vail Resorts, Inc.

Guillermo Bron, 45, became a director of the Company as of
December 30, 1994 upon consummation of the Reorganization. From
July 1994 to the present, Mr. Bron has been an officer,
director and principal stockholder of the corporate general
partner of Bastion Partners, which is the general partner of
Bastion, an investment fund and a principal stockholder of the
Company. Mr. Bron is a director of Pan American Bank.

Roland A. Hernandez, 39, has been a Director of the
Company since August 1989 and was reappointed to office as of
December 30, 1994 upon consummation of the Reorganization. In
March 1995, the Board of Directors installed Mr. Hernandez as
President and Chief Executive Officer of the Company. Since
1987, Mr. Hernandez has been an executive officer of the
corporate general partner of Interspan Communications
("Interspan"), a California limited partnership that owns
Spanish-language television station KFWD, Channel 52, a Company
affiliate serving the Dallas/Fort Worth market. Mr. Hernandez
is a director of Beneficial Corporation and TV Azteca, S.A. de
C.V. See "Related Party Transactions."

Bruce H. Spector, 54, became a director of the Company as
of December 30, 1994 upon consummation of the Reorganization.
Since October 1992, Mr. Spector has been a consultant to Apollo
Management. In March 1995, Mr. Spector became a principal of
Apollo Management. For 25 years prior to 1992, Mr. Spector was
a member of the Los Angeles law firm of Stutman Triester &
Glatt. Mr. Spector is a director of Vail Resorts, Inc., United
International Holdings, Inc., Nexthealth, Inc. and Metropolis
Realty Trust, Inc.

Edward M. Yorke, 38, became a director of the Company as
of June 1995. Since 1992, Mr. Yorke has been a principal of
Apollo Management and Lion Advisors and since March 1995 of
Apollo Advisors II, L.P. From 1990 to 1992, Mr. Yorke was a
Vice President in the high-yield capital markets group of BT
Securities Corp., an investment banking firm. Mr. Yorke is a
director of Aris Industries, Inc., Big Flower Press, Inc. and
Salant Corporation.

Series A Nominees

Alan Kolod, 48, became a director of the Company as of
December 30, 1994 upon consummation of the Reorganization.
Mr. Kolod has been a member of the New York law firm Moses &
Singer LLP since December 1989.

Barry W. Ridings, 45, became a director of the Company as
of March 1995. Mr. Ridings has been a Managing Director of the
investment banking firm Alex. Brown & Sons Incorporated ("Alex.
Brown") since March 1990. Mr. Ridings is currently a director
of Noodle Kidoodle, Inc., New Valley Corporation, Norex
Industries, Inc., SubMicron Systems Corporation, Search Capital
Group, Inc. and TransCor Waste Services Inc. See "Related
Party Transactions."

Daniel D. Villanueva, 59, became a director of the Company
as of April 1996. From July 1994 to the present, Mr.
Villanueva has been an officer, director and principal
stockholder of the corporate general partner of Bastion
Partners, which is the general partner of Bastion, an
investment fund and a principal stockholder of the Company.
Since 1990, Mr. Villanueva also has been Chairman of Bastion
Capital Corp., a financial advisory firm. Mr. Villanueva has
over 25 years experience as an executive in Spanish-language
television, having served in various capacities at the
Univision Group or its predecessor from 1964 to 1990. Mr.
Villanueva is currently a director of Renaissance Cosmetics,
Inc. and is a trustee of Metropolitan West Group of mutual
funds.

David E. Yurkerwich, 44, became a director of the Company
as of March 1995. Mr. Yurkerwich is a founder and Vice Chairman
of Peterson Consulting LLC, a litigation, dispute and economic
consulting firm of which Mr. Yurkerwich has been a member since
1980.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is the name, age and position of each of
the executive officers of the Company:

Name Age Position
- -------------------- ---- ---------------------------------------

Roland A. Hernandez 39 President and Chief Executive Officer,
and Director
Jose C. Cancela 39 Executive Vice President
Stephen J. Levin 48 Executive Vice President
Donald J. Tringali 39 Executive Vice President
Peter J. Housman II 45 Chief Financial Officer and Treasurer
Stuart Livingston 39 Senior Vice President, Operations and
Business Affairs
Osvaldo F. Torres 36 Associate General Counsel and
Secretary

Mr. Hernandez's background is described under the caption
"Election of Directors" above.

Jose C. Cancela became Executive Vice President of the
Company in April 1995. From June 1992 until April 1995, he
served as President, Station Group of the Company. From
November 1988 until June 1992, he served as General Manager of
WLTV, a Spanish-language television station in Miami, and from
September 1991 until June 1992 he also served as Senior Vice
President of Univision Station Group, Inc.

Stephen J. Levin became Executive Vice President of the
Company in April 1995. From November 1993 to March 1995,
Mr. Levin was Sales Manager for National Cable
Advertising, Inc., a broadcast time sales company. From
February 1993 to October 1993, he was a marketing consultant to
various radio and television broadcasting companies. From June
1991 to November 1992, Mr. Levin served as General Manager of
WNJU, the Company's station serving the New York market, and
from February 1989 to June 1991, Mr. Levin was the General
Manager of KVEA, the Company's station serving the Los Angeles
market.

Donald J. Tringali became Executive Vice President of the
Company in June 1996. From May 1995 through May 1996 he served
as a consultant to the Company. From March 1993 through April
1994 he was a consultant to various entities involved in media
and entertainment businesses. From February 1992 to February
1993 he served as President of LFI Industries, Inc., a
manufacturer, licensor and seller of children's products. For
10 years prior to 1992, Mr. Tringali was a member of the
Beverly Hills law firm of Rosenfeld, Meyer and Susman, where he
practiced entertainment and corporate law.

Peter J. Housman II became Chief Financial Officer and
Treasurer of the Company in February 1987. From February 1991
until April 1995, he also served as President, Business and
Corporate Affairs of the Company. Mr. Housman served as Senior
Vice President of the Company from February 1987 until
February 1991.

Stuart Livingston became Senior Vice President, Operations
and Business Affairs of the Company in November 1996. From
April 1995 to November 1996, Mr. Livingston was Senior Vice
President, Operations and Administration of the Company. From
January 1994 to March 1995, Mr. Livingston was Vice President
of Affiliate Relations for Univision. From September 1989 to
December 1993, Mr. Livingston was Vice President of Broadcast
Operations of Univisa, Inc., a U.S. subsidiary of Grupo
Televisa, S.A., a Mexican media company.

Osvaldo F. Torres became Associate General Counsel and
Secretary of the Company in May 1996. From February 1995 until
May 1996, he served as an associate in the law firm of Gunster,
Yoakley, Valdes-Fauli & Stewart, P.A. in West Palm Beach,
Florida. From February 1989 until February 1995, he served as
an associate in the law firm of Schulte Roth & Zabel in New
York City.

Officers are not elected for a fixed term of office but
serve at the discretion of the Board of Directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the
compensation for services in all capacities to the Company for
the years ended December 31, 1996, 1995, and 1994 paid to (a)
the Chief Executive Officer and (b) the other four most highly
compensated executive officers of the Company during 1996
(collectively, the "Named Executives"). Roland A. Hernandez
became the Chief Executive Officer of the Company and Stephen
J. Levin and Stuart Livingston became executive officers of the
Company in early 1995. The amounts shown in the table for 1995
with respect to Messrs. Hernandez, Levin and Livingston are
payments from the dates they became executive officers.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
--------------------------- ---------------
Annual Securities All Other
Salary Bonus Underlying Compensation
Name and Principal Position During 1996 Year ($) ($)(1) Options(#) ($)(2)
- --------------------------------------- ----- --------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C>

Roland A. Hernandez 1996 700,000 913,889 0 8,615
President and Chief Executive Officer 1995 616,799 624,400 512,500(3) 962
1994 0 0 0 0

Stephen J. Levin 1996 315,500 331,566 0 7,733
Executive Vice President 1995 247,610 174,870 50,000(3) 2,250
1994 0 0 0 0

Jose C. Cancela 1996 400,000 229,620 0 7,733
Executive Vice President 1995 400,000 0 50,000 7,391
1994 380,773 0 50,000(4) 1,483

Peter J. Housman II 1996 325,000 186,506 0 7,733
Chief Financial Officer and Treasurer 1995 325,000 50,000 50,000 7,391
1994 306,730 0 50,000(4) 6,103

Stuart Livingston 1996 237,270 131,714 10,000(5) 7,733
Senior Vice President, 1995 190,379 50,000 10,000(3) 6,870
Operations and Business Affairs 1994 0 0 0 0

<FN>
(1) Bonus amounts represent compensation for services
rendered for the respective years shown and were paid at the
beginning of the subsequent year.

(2) The following amounts are included in the above
table. Company retirement contributions and matching 401(k)
contributions: Mr. Hernandez $6,250 for 1996 and $0 for 1995;
Mr. Levin $6,250 for 1996 and $1,288 for 1995; Mr. Cancela
$6,250 for 1996, $5,908 for 1995, and $0 for 1994; Mr. Housman
$6,250 for 1996, $5,908 for 1995 and $4,620 for 1994; Mr.
Livingston $6,250 for 1996 and $5,908 for 1995. Life insurance
premiums paid by the Company: Mr. Hernandez $2,365 in 1996 and
$962 in 1995; Mr. Levin $1,483 in 1996 and $962 in 1995; Mr.
Cancela $1,483 in 1996, $1,483 in 1995 and $1,483 in 1994; Mr.
Housman $1,483 in 1996, $1,483 in 1995 and $1,483 in 1994; Mr.
Livingston $1,483 in 1996 and $962 in 1995.

(3) These options are subject to the Company achieving
certain performance levels, one-fourth of these options became
exercisable in 1996 and 1997 upon certification by the
Compensation and Stock Option Committee that the 1995 and 1996
performance levels had been met. See "Employment and Severance
Agreements" below.

(4) These options were subject to the Company achieving
certain performance levels during the first six months of 1995
which were not achieved. These options are no longer
outstanding or exercisable. See "Employment and Severance
Agreements" below.

(5) These options are subject to the Company achieving
certain performance levels, one third of these options became
exercisable in 1997 upon certification by the Compensation and
Stock Option Committee that the 1996 performance levels had
been met. See "Employment and Severance Agreements" below.

</TABLE>

Employment and Severance Agreements

In 1995, the Company entered into a three-year employment
agreement with Mr. Hernandez commencing March 9, 1995 and
ending March 1, 1998. The agreement provides for an annual
base salary of $700,000 during his term of employment. Upon
the Company achieving certain performance goals based on the
operating income before depreciation and amortization (subject
to certain adjustments) ("Adjusted EBITDA"), Mr. Hernandez is
eligible for an annual bonus of up to 150% of his annual base
salary. Pursuant to the agreement, the Company entered into a
stock option agreement with Mr. Hernandez on March 9, 1995
under which he was granted options to purchase 512,500 shares
of Series A Common Stock at an exercise price of $10.00 per
share, exercisable for a period of 10 years, upon the Company
achieving certain performance goals based on Adjusted EBITDA.
One-fourth of these options become exercisable upon
certification by the Compensation and Stock Option Committee
that the Company has attained 90% of the established
performance targets for each fiscal year ending 1995 through
1998. If Mr. Hernandez's employment is terminated for "cause"
(as defined), the Company is only obligated to pay Mr.
Hernandez's base salary and certain benefits through the date
of termination. If Mr. Hernandez's employment is terminated
because of death, disability or other event rendering Mr.
Hernandez unable to perform his duties and obligations under
the agreement, in addition to his base salary and certain
benefits through the date of termination, the Company is
obligated to pay Mr. Hernandez a bonus, if earned, for the year
in which such termination occurred. If the Company terminates
the agreement for any other reason, it is obligated to continue
to pay Mr. Hernandez's base salary and certain benefits through
the remaining term of his agreement and pay a bonus, if earned,
for the year in which such termination occurred. The Company
may have terminated Mr. Hernandez's employment if the Company
failed to achieve certain performance goals based on Adjusted
EBITDA for the fiscal year ended December 31, 1996, in which
case the Company's sole obligation was to pay Mr. Hernandez's
base salary through the date of such termination. These
performance goals were achieved.

In 1995, the Company entered into an employment agreement
with Mr. Levin commencing February 27, 1995 and ending February
27, 1996. This agreement was subsequently amended in 1995 to
extend the term through February 27, 1998. The agreement with
Mr. Levin provides for an annual base salary of $290,000,
$320,000 and $350,000, during the first, second and third
years, respectively, of his term of employment. Upon the
Company achieving certain performance goals based on Adjusted
EBITDA, Mr. Levin is eligible for an annual bonus of up to 100%
of his annual base salary. In addition, provided Mr. Levin is
based in Los Angeles and a portion of his duties include
management of the Company's Los Angeles station, KVEA, based
upon the attainment of certain gross revenue and Adjusted
EBITDA of station KVEA, Mr. Levin is eligible for an additional
bonus of up to $113,333 and $153,333 in 1996 and 1997,
respectively. In 1995, the Company entered into two stock
option agreements pursuant to which the Company granted Mr.
Levin options to purchase an aggregate of 50,000 shares of
Series A Common Stock under the 1994 Stock Plan, exercisable
for a period of 10 years, subject to the Company achieving
certain performance goals based on Adjusted EBITDA. The first
stock option agreement granted Mr. Levin options to purchase
30,000 shares at an exercise price of $10.00 per share, and the
second option agreement granted additional options to purchase
20,000 shares, at an exercise price equal to $13.00 per share.
One-fourth of the options under both agreements become
exercisable upon certification by the Compensation and Stock
Option Committee that the Company has attained 90% of the
established performance targets for each fiscal year ending
1995 through 1998. If Mr. Levin's employment is terminated for
"cause" (as defined), the Company is only obligated to pay Mr.
Levin's base salary and certain benefits through the date of
termination. If Mr. Levin's employment is terminated because
of death, disability or other event rendering Mr. Levin unable
to perform his duties and obligations under the agreement, in
addition to his base salary and certain benefits through the
date of termination, the Company is obligated to pay Mr. Levin
a proportionate bonus, if earned, for the part of the year
worked prior to such termination. If the Company terminates
the agreement for any other reason, it is obligated to continue
to pay Mr. Levin's base salary and certain benefits through the
remaining term of his agreement and pay a proportionate bonus,
if earned, for the part of the year worked prior to such
termination. The Company may have terminated Mr. Levin's
employment if the Company failed to achieve certain performance
goals based on Adjusted EBITDA for the fiscal year ended
December 31, 1996, in which case the Company's obligations to
pay Mr. Levin would have ceased upon the effective date of
termination. These performance goals were achieved.

In 1994, the Company entered into an agreement with Jose
C. Cancela commencing May 27, 1995 and ending May 25, 1997.
The agreement with Mr. Cancela provides for an annual base
salary of $400,000 during his term of employment. Upon the
Company achieving certain performance goals based on Adjusted
EBITDA, Mr. Cancela is eligible for an annual bonus of up to
100% of his annual base salary. Under this agreement, the
Company agreed to enter into two stock option agreements
pursuant to which the Company would issue to him options to
purchase an aggregate of 100,000 shares of Series A Common
Stock under the 1994 Stock Plan. The first stock option
agreement was entered into on December 31, 1994 and granted Mr.
Cancela options to purchase 50,000 shares at an exercise price
of $7.00 per share, exercisable for a period of 10 years, upon
the Company achieving certain performance goals based on
Adjusted EBITDA. These performance goals were not achieved and
these options are no longer outstanding or exercisable.
Pursuant to the second option agreement, which was executed on
June 30, 1995, Mr. Cancela was granted additional 10-year
options to purchase 50,000 shares of Series A Common Stock at
an exercise price equal to the market value of the Series A
Common Stock on June 30, 1995, $14.625 per share, one-third of
which options become exercisable on each of June 30, 1998, 1999
and 2000. One-third of such options become exercisable on or
after December 31, 1997, rather than on June 30, 1998, provided
certain 1997 EBITDA goals for Telemundo of Puerto Rico, Inc.
(station WKAQ) and Telemundo of Florida, Inc. (station WSCV)
are achieved. If Mr. Cancela's employment is terminated for
"cause" (as defined) or because of death, disability or other
event rendering Mr. Cancela unable to perform his duties and
obligations under the agreement, the Company is only obligated
to pay Mr. Cancela's salary through the date of termination.
If the Company terminates the agreement for any other reason,
its sole obligation is to continue payment of his salary
through the remaining term of his agreement and to provide
certain medical benefits.

In 1997, the Company entered into a subsequent employment
agreement with Mr. Cancela commencing January 1, 1997 and
ending December 31, 1997. The agreement with Mr. Cancela
provides for an annual base salary of $400,000 during the
period from January 1, 1997 through May 31, 1997, and, at the
annual rate of $300,000 during the period from June 1, 1997
through December 31, 1997. Mr. Cancela is eligible to receive
a bonus provided stations WKAQ and WSCV achieve targeted
performance goals for 1997 (bonus of $90,000 per station). Mr.
Cancela is eligible to receive additional bonuses if such
stations perform above such performance goals. If Mr.
Cancela's employment is terminated for "cause" (as defined) or
because of death, disability or other event rendering Mr.
Cancela unable to perform his duties and obligations under the
agreement, the Company is only obligated to pay Mr. Cancela's
salary through the date of termination. If the Company
terminates the agreement for any other reason, its maximum
obligation is to continue payment of his salary through
December 31, 1997, and to provide certain medical benefits.

In 1994, the Company entered into a three-year employment
agreement with Peter J. Housman II commencing May 15, 1994 and
ending May 25, 1997. The agreement with Mr. Housman provides
for an annual base salary of $325,000 during his term of
employment. Upon the Company achieving certain performance
goals based on Adjusted EBITDA, Mr. Housman is eligible for an
annual bonus of up to 100% of his annual base salary. Under
Mr. Housman's agreement, the Company agreed to enter into two
stock option agreements pursuant to which the Company would
issue to him options to purchase an aggregate of 100,000 shares
of Series A Common Stock under the 1994 Stock Plan. The first
stock option agreement was entered into on December 31, 1994
and granted Mr. Housman options to purchase 50,000 shares at an
exercise price of $7.00 per share, exercisable for a period of
10 years, upon the Company achieving certain performance goals
based on Adjusted EBITDA. These performance goals were not
achieved and these options are no longer outstanding or
exercisable. Pursuant to the second option agreement, which
was executed on June 30, 1995, Mr. Housman was granted
additional 10-year options to purchase 50,000 shares of Series
A Common Stock at an exercise price equal to the market value
of the Series A Common Stock on June 30, 1995, $14.625 per
share, one-third of which options become exercisable on each of
June 30, 1998, 1999 and 2000. Pursuant to the second
employment agreement entered into between the Company and Peter
J. Housman II, Mr. Housman is entitled to exercise one-third of
such options on or after December 31, 1997 rather than on June
30, 1998. If Mr. Housman's employment is terminated for
"cause" (as defined) or because of death, disability or other
event rendering Mr. Housman unable to perform his duties and
obligations under the agreement, the Company is only obligated
to pay Mr. Housman's salary through the date of termination.
If the Company terminates Mr. Housman's employment for any
other reason, its sole obligation is to continue payment of his
salary through the remaining term of his agreement and to
provide certain medical benefits.

In 1997, the Company entered into a second employment
agreement with Mr. Housman commencing January 1, 1997 and
ending December 31, 1997. The agreement with Mr. Housman
provides for an annual base salary of $325,000 during the term
of the agreement. Upon the Company achieving certain
performance goals based on Adjusted EBITDA, Mr. Housman is
eligible for an annual bonus of up to 100% of his annual base
salary. If Mr. Housman's employment is terminated for "cause"
(as defined) or because of death, disability or other event
rendering Mr. Housman unable to perform his duties and
obligations under the agreement, the Company is only obligated
to pay Mr. Housman's salary through the date of termination.
If the Company terminates the agreement for any other reason,
its maximum obligation is to continue payment of his salary
through December 31, 1997, and to provide certain medical
benefits.

In 1995, the Company entered into an employment agreement
with Mr. Livingston commencing February 27, 1995 and ending
February 27, 1996. The agreement with Mr. Livingston provides
for an annual base salary of $225,000 during his term of
employment. Upon the Company achieving certain performance
goals based on Adjusted EBITDA, Mr. Livingston is eligible for
an annual bonus of up to $100,000. In 1995, the Company entered
into a Stock Option Agreement with Mr. Livingston pursuant to
which he was granted options to purchase 10,000 shares of
Series A Common Stock at an exercise price of $10.00 per share,
exercisable for a period of 10 years, upon the Company
achieving certain performance goals based on Adjusted EBITDA.
One-fourth of these options become exercisable upon
certification by the Compensation and Stock Option Committee
that the Company has attained 90% of the established
performance targets for each fiscal year ending 1995 through
1998. In 1996 the Company entered into a second Stock Option
Agreement with Mr. Livingston pursuant to which he was granted
options to purchase 10,000 shares of Series A Common Stock at
an exercise price of $29.875 per share, exercisable for a
period of 10 years, upon the Company achieving certain
performance goals based on Adjusted EBITDA. One third of these
options become exercisable upon certification by the
Compensation and Stock Option Committee that the Company has
attained 90% of the established performance targets for each
fiscal year ending 1996 through 1998. If Mr. Livingston's
employment is terminated for "cause" (as defined) or because of
death or other event rendering Mr. Livingston unable to perform
his duties and obligations under the agreement, the Company is
only obligated to pay Mr. Livingston's base salary and certain
benefits through the date of termination. If the Company
terminates the agreement for any other reason, it is obligated
to continue to pay Mr. Livingston's base salary and certain
benefits through the remaining term of his agreement.

In 1996, the Company entered into a second employment
agreement with Mr. Livingston commencing February 27, 1996 and
ending February 27, 1998. The agreement with Mr. Livingston
provides for an annual base salary of $240,000 and $260,000
during the second and third years, respectively, of his term of
employment. Upon the Company achieving certain performance
goals based on Adjusted EBITDA, Mr. Livingston is eligible for
an annual bonus of up to $225,000. If Mr. Livingston's
employment is terminated for "cause" (as defined) or because of
death or other event rendering Mr. Livingston unable to perform
his duties and obligations under the agreement, the Company is
only obligated to pay Mr. Livingston's base salary and certain
benefits through the date of termination. If the Company
terminates the agreement for any other reason, it is obligated
to continue to pay Mr. Livingston's base salary and certain
benefits through the remaining term of his agreement.

Option Grants in 1996

The following table sets forth certain information with
respect to the grant of options to purchase Series A Common
Stock made during 1996 to each of the Named Executives.
<TABLE>
<CAPTION>
Number Of % Of Total Potential Realizable Value
Securities Options At Assumed Annual Rates
Underlying Granted To Grant Date Of Stock Price Appreciation
Options Employees In Exercise Market Price For Option Term(2)
Name Granted (#) Fiscal Year Price of Stock Expiration Date 5% 10%
- ------------------- ----------- ------------ -------- ------------ ------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Stuart Livingston(1) 10,000 12% $29.875 $29.875 November 15, 2006 $188,000 $476,000

<FN>
(1) These options have a three year vesting schedule, are subject to the
Company achieving certain performance levels and one-third of these
options became exercisable in 1997 upon certification by the
Compensation and Stock Option Committee that the 1996 performance levels
had been met. See "Employment and Severance Agreements" above.
Options were granted at a price of $29.875 pursuant to the Company's
1994 Stock Plan, which was approved by the Company's stockholders at
the 1995 Annual Meeting and expire ten years from the date of grant.

(2) Amounts represent the future market price of the Series A Common
Stock, assuming the market price at the grant date appreciates at
compound annualized rates of 5% and 10% (prescribed by the Securities
and Exchange Commission rules) over the 10 year term of the options,
less the exercise price, multiplied by the number of shares under
grant. These amounts are not intended to forecast possible future
appreciation, if any, of the Company's stock price.

</TABLE>

Aggregated Option Exercises in 1996 and Year-End Option Value

The following table sets forth the number of shares of
Series A Common Stock covered by stock options held by the
Named Executives at December 31, 1996 and also shows the value
of "in-the-money" options at that date. No Named Executive
exercised stock options during 1996.

Number of Securities
Underlying Unexercised Value of Unexercised
Options at Year-End(#) Options at Year-End($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------- ------------------------- -------------------------
Roland A. Hernandez 128,125/384,375(2) 2,434,375/7,303,125
Jose C. Cancela 0/50,000 0/718,750
Peter J. Housman II 0/50,000 0/718,750
Stephen J. Levin 12,500/37,500(2) 222,500/667,500
Stuart Livingston 2,500/17,500(2)(3) 47,500/142,500

(1) Based on the closing sale price of the Company's Series A Common Stock
of $29.00 per share on December 31, 1996, less the exercise price.

(2) These options (a total of 10,000 in the case of Mr. Livingston) have
a four year vesting schedule, are subject to the Company achieving
certain performance levels for each fiscal year ending 1995 through
1998 and one-fourth of these options (2,500 in the case of Mr.
Livingston) became exercisable in 1996 and 1997 upon certification by
the Compensation and Stock Option Committee that the 1995 and 1996
performance levels had been met. See "Employment and Severance
Agreements".

(3) A total of 10,000 of these options have a three year vesting schedule,
are subject to the Company achieving certain performance levels for
each fiscal year ending 1996 through 1998 and one-third of these
options became exercisable in 1997 upon certification by the
Compensation and Stock Option Committee that the 1996 performance
levels had been met. See "Employment and Severance Agreements."

Performance Graph

On December 30, 1994, in connection with the consummation
of the Company's Plan of Reorganization, the Company's then-
existing common stock was canceled and the now-outstanding
Common Stock was issued. A performance graph as required by
the proxy rules of the Securities and Exchange Commission
therefore is not relevant for periods prior to December 30,
1994 and is not included for those periods. The following
graph sets forth the cumulative total return to the Company's
shareholders for the two year period ended December 31, 1996
based upon the change in the quoted market price of the
Company's Series A Common Stock from January 3, 1995 to
December 31, 1996, as well as comparable returns for an overall
stock market index (Nasdaq Stock Market-US) and the Company's
peer group index (S&P Broadcast Media).

Cumulative Total Return
-------------------------------------------------------
January 3, 1995 December 31, 1995 December 31, 1996
--------------- ----------------- -------------------

Telemundo Group, Inc. 100 145 297
Nasdaq Stock Market-US 100 141 174
S&P Broadcast Media 100 131 107

COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG TELEMUNDO GROUP, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE S & P BROADCAST MEDIA INDEX

GRAPH

Notes: a) A base index of $100 was established on January 3, 1995
for purposes of this analysis.

b) Commencing January 3, 1995, the Company's Series A
Common Stock trades on the Nasdaq National Market Tier of
The Nasdaq Stock Market under the symbol TLMD.

*$100 INVESTED ON 01/03/95 IN STOCK OR ON 12/31/94 IN INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.

Compensation of Directors

Each of the eight nonmanagement directors of the Board of
Directors currently receives for services as director, (a) an
annual retainer of $10,000, (b) $2,500 for each meeting of the
Board of Directors attended, (c) $1,000 annual fee for serving
on each committee, and (d) $1,000 for each extraordinary
meeting of the Board of Directors attended. In addition,
subject to approval of stockholders of the Company of the 1996
Non-Employee Director Stock Option Plan, each nonmanagement
director will receive an annual grant of options to purchase
2,500 shares of the Company's Series A Common Stock. The
options will be granted on each annual meeting date and will be
exercisable at the prevailing market price on such grant date.

Committees of the Board of Directors and Meeting Attendance

The Board of Directors met five times during 1996. The
Board of Directors has an Audit Committee comprised of three
members and a Compensation and Stock Option Committee comprised
of three members. The Board of Directors does not have a
nominating committee.

The Audit Committee includes Bruce H. Spector, Chairman,
Alan Kolod and Guillermo Bron. The Audit Committee recommends
engagement of the independent auditors, considers the fee
proposal and scope of the audit, reviews the financial
statements and the independent auditors' report, considers
comments made by the independent auditors with respect to the
Company's internal control structure, reviews the activities
and recommendations of Company employees performing internal
audit functions, reviews current developments in financial
reporting and accounting, and reviews internal accounting
procedures and controls with the Company's financial and
accounting staff. The Audit Committee met one time during the
last fiscal year. Management of the Company periodically
consults with the Chairman and other members of the Audit
Committee regarding the above matters throughout the year.

The Compensation and Stock Option Committee includes Barry
W. Ridings, Bruce H. Spector and Edward M. Yorke who are
nonemployee directors. The Committee met three times during
the last fiscal year. The Compensation and Stock Option
Committee reviews and approves the Company's executive
compensation policies. In addition, the Compensation and Stock
Option Committee selects the officers and key employees of the
Company who are to receive grants of options, stock
appreciation rights or restricted stock under the 1994 Stock
Plan and the number of shares that would be subject thereto,
the exercise price, if any, and the other terms and conditions
of the grant. The Compensation and Stock Option Committee
certifies whether performance targets were met for bonus and
stock option purposes.

Each of the directors attended at least 75% of the
meetings of the Board of Directors and their respective
committees held during the period each was a director during
the last fiscal year. Daniel D. Villanueva became a member of
the Board of Directors effective April 26, 1996.

Compensation and Stock Option Committee Report

The Compensation and Stock Option Committee reviews and
approves the Company's executive compensation policies and the
compensation of the Company's executive officers. In addition,
the Compensation and Stock Option Committee selects the
officers and key employees of the Company who are to receive
grants of options, stock appreciation rights or restricted
stock under the 1994 Stock Plan and the terms and conditions of
the grants. The Compensation and Stock Option Committee
certifies whether performance targets were met for bonus and
stock option purposes.

Compensation paid to Roland A. Hernandez was pursuant to
an employment agreement entered into with him on March 9, 1995.
Compensation paid to Stephen J. Levin, Jose C. Cancela and
Peter J. Housman II in 1996 was pursuant to employment
agreements entered into between each of them and the Company
prior to 1996. Compensation paid to Stuart Livingston in 1996
was pursuant to employment agreements entered into with him
in 1996 and 1995. The current employment agreements of each of
the Named Executive Officers are described under "Employment
and Severance Agreements" above.

The following report addresses the Company's compensation
policies for 1996 with respect to the Company's executive
officers, including the Named Executives.

Executive Compensation Policies. In the highly
competitive environment of television broadcasting and the
entertainment industry as a whole, decisions made by key
executives can have a substantial impact on a company's
financial performance. The Company faces competition not only
from other Spanish-language and English-language television
networks, but also from other Spanish-language and English-
language media, including cable channels, radio stations,
movies and other forms of entertainment.

The Company's executive compensation policies are
structured to meet this competitive challenge and to help the
Company achieve its business objectives by providing levels of
annual base compensation designed to attract and retain
talented executives and by providing annual incentive
compensation that varies directly with Company financial
performance and may also take into account individual executive
performance and contribution.

Relationship of Performance Under Compensation Policies.
The components of 1996 executive compensation included base
salary and annual bonus amounts and, in the case of Messrs.
Hernandez, Levin, Cancela, Housman, and Livingston, stock
options. As described below, executive compensation for 1996
reflected the Company's emphasis on tying pay to performance
criteria in addition to providing salary levels consistent with
competitive practices and level of responsibility.

Base Salaries. An executive's base salary for 1996 was
determined based on the executive's individual level of
responsibility and competitive practices in the industry. For
the Named Executives, base salaries were set in employment
agreements between the Company and each of those executives.

Annual Bonuses. The Company generally pays cash bonuses,
if any, to its executives during the first quarter of the year
for services rendered during the preceding year. The Company
believes that its ability to pay bonuses is important to
attract and retain superior executives. For those executives
employed pursuant to employment agreements, bonus amounts are
based solely on meeting objective performance criteria, such as
EBITDA targets. For other executives, bonuses are based on a
combination of objective Company financial performance criteria
together with objective and subjective individual criteria.
Individual subjective performance criteria can include, to a
greater or lesser degree, depending on the executive,
evaluation of initiative and contribution to overall corporate
performance, managerial ability, and adherence to Company
policies and procedures. The bonus amount generally is
calculated as a percentage of base salary earned in the year.

Stock Options. The Company's 1994 Stock Plan, which was
adopted by the Stock Option Committee of the previous Board of
Directors in 1994 and approved by the Company's stockholders at
the 1995 Annual Meeting, provides for the granting of stock
options, either alone or together with stock appreciation
rights, and restricted stock. Pursuant to the employment
agreements with Messrs. Hernandez, Levin, Cancela, Housman and
Livingston, in 1995 and 1996 the Company issued stock options
under the 1994 Stock Plan to purchase an aggregate of 682,500
shares of Series A Common Stock to these executives, subject to
certain conditions. Stock options issued to Messrs. Hernandez,
Levin and Livingston become exercisable only upon certification
by the Compensation and Stock Option Committee that the Company
has achieved certain Adjusted EBITDA.

Other Compensation Plans. The Company has adopted a broad-
based employee benefit plan in which executives are permitted
to participate on the same terms as nonexecutive employees who
meet applicable eligibility criteria, subject to any legal
limitations on the amounts that may be contributed or the
benefits that may be payable under the plan. The Company also
provides term life insurance coverage for all employees,
including executives. An executive's coverage is determined
based on salary, up to a maximum coverage amount of $300,000,
except where an employment agreement provides for different
coverage.

CEO 1996 Compensation. As noted above, Mr. Hernandez's
1996 compensation as President and Chief Executive Officer
reflects a contractual obligation entered into in March 1995
when Mr. Hernandez joined the Company. Mr. Hernandez's
employment agreement provides for a base salary plus the
opportunity to earn a bonus based solely on the Company
achieving certain performance goals based on Adjusted EBITDA of
the Company. In addition, pursuant to his employment
agreement, Mr. Hernandez was granted options to purchase
512,500 shares of the Company's Series A Common Stock in 1995,
which become exercisable only upon the Company achieving
certain performance goals based on the operating income of the
Company (subject to certain adjustments). Mr. Hernandez's
total compensation package, therefore, was consistent with the
policies discussed above.

Compliance with Internal Revenue Code Section 162(m).
Section 162(m) of the Internal Revenue Code of 1986, as
amended, which took effect January 1, 1994, limits the federal
income tax deduction that the Company may take for compensation
paid to the corporation's Chief Executive Officer and other
four most highly compensated executive officers to $1 million
unless such compensation is based solely on the attainment of
"objective" performance goals established in advance by a
committee of two or more outside directors. The Compensation
and Stock Option Committee in 1996 attempted to structure the
performance-based compensation in a manner that complies with
the rules.

SUBMITTED BY:

Barry W. Ridings Bruce H. Spector Edward M. Yorke
THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF
DIRECTORS

COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

As noted above, the current members of the Compensation
Committee are Messrs. Ridings, Spector and Yorke. None of the
members of the Compensation Committee served as a member of the
compensation committee or other board committee performing
similar functions of any other entity in 1996.

RELATED PARTY TRANSACTIONS

The Major Stockholders have entered into a Shareholders
Agreement relating to the transfer and voting of shares of
Common Stock owned by each of the Major Stockholders. See
"Security Ownership of Certain Beneficial Owners and
Management" above.

Interspan owns and operates television station KFWD,
Channel 52, the Company's Dallas/Fort Worth network affiliate.
Roland A. Hernandez, the Company's President and Chief
Executive Officer and a director, is a director and executive
officer of the corporate general partner of Interspan, which is
owned by Mr. Hernandez and his family. Pursuant to Interspan's
affiliation agreement with the Company, Interspan received
approximately $1,350,000 in network compensation during 1996
and paid the Company approximately $225,000 for the Company's
services as the exclusive national sales representative for
KFWD.

In February 1996 the Company completed the offering of its
10.5% Senior Notes in which Alex. Brown was a co-manager and
received an underwriting fee. Barry W. Ridings, a Director of
the Company, is a Managing Director of Alex. Brown.

Management believes that the transactions described above
were on terms no less favorable to the Company than could be
obtained from unaffiliated parties.

On December 30, 1994, in connection with the consummation
of the Company's second amended plan of reorganization, the
Company, Apollo and Reliance Insurance Company ("Reliance")
entered into a registration rights agreement pursuant to which
the Company agreed to register Common Stock held by Apollo
Management and RIC and certain of their respective affiliates
and transferees ("Holders") under the Securities Act of 1933,
as amended (the "Securities Act"). Under the registration
rights agreement, the Company is obligated, subject to certain
terms and conditions and upon demand by the Holders, to use
reasonable diligence to effect and to maintain for not more
than 90 days the registration under the Securities Act of
certain registrable securities as defined in the agreement.
The Company is not required to effect more than two such
registrations during the term of the agreement. A demand for
registration under the agreement must be made by a Holder
within five years of the date of the agreement in the case of
(a) Common Stock acquired other than through the exercise of
warrants and (b) the Company's 10.25% Senior Notes due December
30, 2001, and within the later of five years from the date of
the agreement and two years after the exercise of warrants in
the case of Common Stock acquired through the exercise of
warrants. In addition, so long as any of the registrable
securities are outstanding, if the Company proposes to register
any of its securities under the Securities Act, whether or not
for its own account, the Holders have the right to request the
Company to include the Holders' registrable securities in such
registration, subject to certain terms and conditions.

APPROVAL OF THE COMPANY'S 1996 NON-EMPLOYEE DIRECTORS' STOCK
OPTION PLAN

In 1996, the Board of Directors approved the adoption of
the Company's Director Stock Option Plan pursuant to which up
to 100,000 shares of Series A Common Stock may be issued upon
the exercise of options granted under the Director Stock Option
Plan. The Stockholders are being requested at the Annual
Meeting to consider and approve the adoption of the Director
Stock Option Plan by the Company. The full text of the
Director Stock Option Plan is attached as Appendix A. The
description set forth below is a summary of the Director Stock
Option Plan, does not purport to be complete, and is subject to
and qualified in its entirety by reference to the text of the
Director Stock Option Plan itself. Approval of the Director
Stock Option Plan requires the affirmative vote of the holders
of a majority of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting and entitled to
vote thereon.

APPROVAL OF 1996 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN

The purpose of the 1996 Non-Employee Directors' Stock
Option Plan (the "Plan") is to secure for the Company and its
shareholders the benefits of the incentive inherent in
increased ownership of the Company's Series A Common Stock, par
value $.01 per share (the "Common Stock"), by the members of
the Board of Directors (the "Board") of the Company who are not
employees of the Company or any of its subsidiaries
("Non-Employee Directors"). It is expected that such ownership
will provide such Non-Employee Directors with a more direct
stake in the future welfare of the Company and encourage them
to remain directors of the Company. It is also expected that
the Plan will encourage qualified persons to become directors
of the Company. In furtherance of this purpose, the Plan
authorizes and provides for the automatic granting, to each
Non-Employee Director, of nonqualified stock options to
purchase 2,500 shares of Common Stock each year on the date of
the Board's annual meeting of directors. The terms of the
options are set forth in the Plan and are further described
below.

One of the reasons for submitting the Plan for shareholder
approval is to help ensure that awards under the Plan will
comply with certain exemption provisions under Rule 16b-3,
promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"). Such provisions exempt certain transactions
involving the grant and exercise of stock options under the
Plan from the short-swing profit recovery provisions of Section
16 of the Exchange Act.

A summary of the Plan is set forth below. The full text of
the Plan is annexed to this Proxy Statement as Appendix A, and
the following summary is qualified in its entirety by reference
to Appendix A.

The Plan provides that it shall be administered by the
Board. The Board has the power and authority to construe and
interpret the Plan and to adopt rules and regulations for
administration of the Plan, and the decisions of the Board are
final, conclusive and binding upon all interested parties.

An aggregate of 100,000 shares of Common Stock (subject to
adjustment as described below) are reserved for issuance upon
exercise of options granted under the Plan. The shares
acquired upon exercise of options granted under the Plan will
be authorized and issued shares of Common Stock. The Company's
shareholders will not have any preemptive rights to purchase or
subscribe for any Common Stock by reason of the reservation and
issuance of Common Stock under the Plan. If any option granted
under the Plan should expire or terminate for any reason other
than having been exercised in full, the unpurchased shares
subject to that option will again be available for purposes of
the Plan.

Options Granted Under the Plan

Options granted under the Plan (subject to shareholder
approval of the Plan) were to the following Non-Employee
Directors on June 12, 1996: Leon D. Black, Edward M. Yorke,
David E. Yurkerwich, Barry W. Ridings, Bruce H. Spector, Alan
Kolod, Guillermo Bron and Daniel D. Villanueva. Each such
Non-Employee Director received options for 2,500 shares, at an
exercise price of $24.75 per share of Common Stock, which is
equal to the closing per-share market price of Common Stock on
June 12, 1996, as reported on the Nasdaq National Market tier
of the Nasdaq Stock Market ("Nasdaq"). The closing market
price of a share of Common Stock was $23.75 on April 21, 1997,
as reported by Nasdaq.

Because the Non-Employee Directors to whom grants of
options are to be made are to be determined from time to time
as a result of the election of the Company's directors by the
Company's shareholders, it is impossible at this time to
indicate the precise number, name or positions of persons who
will hereafter receive such options. However, the Company
anticipates that the following Non-Employee Directors will be
reelected at the Annual Meeting and will receive option grants
as provided in the Plan on the date of the annual Board meeting
following the Annual Meeting of shareholders: Leon D. Black,
Edward M. Yorke, David E. Yurkerwich, Barry W. Ridings, Bruce
H. Spector, Alan Kolod, Guillermo Bron and Daniel D.
Villanueva.

Certain Terms and Conditions

All grants of options under the Plan must be evidenced by
an option agreement between the Company and the grantee. Such
agreement shall contain such terms and conditions as the Board
shall prescribe, consistent with the Plan, including, without
limitation, the exercise price, term and any restrictions on
the exercisability of the options granted.

The price per share for each option granted under the Plan
shall be equal to the fair market value per share of Common
Stock on the date of grant. For purposes of the Plan, and for
so long as the Company's Common Stock is listed on Nasdaq,
"fair market value" means the closing price of the Common Stock
as reported on Nasdaq on the date of grant. The exercise price
of an option shall be paid by check or bank draft. Cash
payments will be used by the Company for general corporate
purposes.

Generally, options granted under the Plan are not
assignable or transferable, other than by will or by the laws
of descent and distribution. During the lifetime of an
optionee, an option is exercisable only by the optionee or his
legal representative. The expiration date of an option will be
upon the expiration of 10 years from the date of grant, unless
earlier terminated as provided in the Plan. No outstanding
options will become exercisable, and no additional options will
be granted under the Plan, unless the Plan is approved by
shareholders at the Annual Meeting.

One-third of the total number of shares of Common Stock
covered by an option shall become exercisable on a cumulative
basis on each anniversary of the date of grant if the holder
thereof has been a Non-Employee Director of the Company at all
times since such date of grant; provided, however, that if the
holder of an option ceases to be a Non-Employee Director prior
to the date that an option is fully exercisable by reason of
(i) retirement after reaching age 60 at least six months after
the date of grant, (ii) death or (iii) disability, in each
case, if he has been a member of the Board for at least five
years prior to the date of such cessation, the option will
become immediately exercisable in full.

Except as described in the preceding paragraph, if a
person ceases to be a Non-Employee Director for any reason
while holding an option, such person may, at any time until the
earlier to occur of (i) the fifth anniversary of the date of
such cessation and (ii) the tenth anniversary of the date of
grant, exercise the option with respect to any shares of Common
Stock as to which it was exercisable on the date the person
ceased to be a Non-Employee Director.

To prevent dilution of the rights of a holder of an
option, the Plan provides for appropriate adjustment of the
number of shares for which options may be granted, the number
of shares subject to outstanding options and the exercise price
of outstanding options, in the event of any increase or
decrease in the number of, or other change to, the outstanding
shares of the Company's capital stock resulting from a merger,
consolidation, recapitalization, reclassification, stock split-
up, combination, exchange of shares, stock dividend or the
like.

Outstanding options under the Plan shall immediately
become exercisable in their entirety if there occurs a "change
in control" of the Company. A "change in control" shall be
deemed to have occurred if any "person" or "group" (as such
terms are defined in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act) acquires, directly or indirectly, by virtue of
the consummation of any purchase, merger or other combination,
securities of the Company representing more than fifty percent
of the combined voting power of the Company's then outstanding
voting securities.

The Plan may be amended at any time and from time to time
by the Board as the Board shall deem advisable, including, but
not limited to, amendments necessary to qualify for any
exemption or to comply with applicable law or regulations.
However, the Plan may not be amended more than once every six
months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, or the regulations
thereunder, and the Board may not, without further approval by the
shareholders of the Company, increase the maximum number of shares of
Common Stock that may be issued pursuant to options granted under the
Plan, increase the number of shares subject to an option, reduce the
option exercise price provided in the Plan, extend the period during
which options may be granted or exercised under the Plan or change the
class of persons eligible to receive options under the Plan.

The Plan became effective as of June 12, 1996 (subject to
shareholder approval of the Plan) and shall terminate upon the
earliest to occur of (a) the adoption of a resolution of the
Board terminating the Plan, (b) June 11, 2006 and (c) December
31, 1997 if the Plan is not approved by the Company's
shareholders at the Annual Meeting.

Federal Income Tax Consequences

The Plan is not qualified under the provisions of Section
401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), nor is it subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended.

Nonqualified Stock Options. All options granted under the
Plan will constitute nonqualified stock options for purposes of
the Code. Accordingly, an optionee granted a stock option
under the Plan will generally recognize, at the date of
exercise of such option, ordinary income equal to the
difference between the exercise price and the fair market
value of the shares of Common Stock subject to the
nonqualified stock option. This taxable ordinary income will
be subject to Federal income tax withholding, and the Company
will be entitled to a deduction for Federal income tax purposes
equal to the amount of ordinary income recognized by the
optionee, provided that such amount constitutes an ordinary and
necessary business expense to the Company and is reasonable,
and either the optionee includes that amount in his income or
the Company timely satisfies its reporting requirements with
respect to that amount.

Vote Required and Recommendation

The affirmative vote of a majority of the votes of Common
Stock present in person or by proxy at the Annual Meeting and
entitled to vote will be required for approval of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE COMPANY'S 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.

Compliance with Section 16(a)
of the Securities Exchange Act of 1934

Pursuant to Section 16(a) of the Securities Exchange Act
of 1934 and the rules issued thereunder, the Company's
executive officers and directors are required to file with the
Securities and Exchange Commission and the New York Stock
Exchange reports of ownership and changes in ownership of
Common Stock. Copies of such reports are required to be
furnished to the Company. Based solely on its review of the
copies of such reports furnished to the Company, or written
representations that no reports were required, the Company
believes that, during 1996, all of its executive officers and
directors complied with the Section 16(a) requirements.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP, independent public accountants,
examined the consolidated financial statements of the Company
for the year 1996. The Audit Committee has not yet approved
Deloitte & Touche LLP for the 1997 audit. Representatives of
Deloitte & Touche are expected to be present at the Annual
Meeting and to be available to respond to appropriate
questions, and will have the opportunity to make a statement if
they so desire.

OTHER BUSINESS

The Board of Directors does not know of any matters to be
presented for action at the meeting other than as set forth in
this Proxy Statement. If any other business should properly
come before the meeting, the persons named in the accompanying
form of proxy intend to vote thereon in accordance with their
judgment.

STOCKHOLDER PROPOSALS AT THE NEXT ANNUAL MEETING

Stockholders who intend to present proposals at the 1998
Annual Meeting of Stockholders must submit such proposals to
the Company no later than January 2, 1998 in order for them to
be included in the Company's proxy materials for such meeting.
Stockholder proposals must be submitted to the Company, 2290
West 8th Avenue, Hialeah, Florida 33010, Attention: Associate
General Counsel and Secretary. Stockholders are encouraged to
submit any such proposals by certified mail-return receipt
requested. The Company reserves the right to decline to
include in the Company's proxy statement any stockholder's proposal
that does not comply with, or may be excluded under, the applicable
rules of the Securities and Exchange Commission.

By Order of the Board of Directors

OSVALDO F. TORRES
Associate General Counsel and Secretary

APPENDIX A

1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

1. Purpose

The purpose of the Telemundo Group, Inc. 1996 Non-Employee
Directors' Stock Option Plan (the "Plan") is to secure for
Telemundo Group, Inc. (the "Corporation") and the stockholders
the benefits of the incentive inherent in increased ownership
of the Corporation's Series A Common Stock, par value $.01 per
share (the "Common Stock"), by the members of the Board of
Directors (the "Board") of the Corporation who are not
employees of the Corporation or any of its subsidiaries ("Non-
Employee Directors"). It is expected that such ownership will
provide such Non-Employee Directors with a more direct stake in
the future welfare of the Corporation and encourage them to
remain directors of the Corporation. It is also expected that
the Plan will encourage qualified persons to become directors
of the Corporation.

2. Administration

The Plan shall be administered by the Board. The Board
shall have all the powers vested in it by the terms of the
Plan, such powers to include authority (within the limitations
described herein) to prescribe the form of the agreement
embodying awards of stock options made under the Plan (the
"Options"). Subject to the provisions of the Plan, the Board
shall have the power to construe the Plan, to determine all
questions arising thereunder, and to adopt and amend such rules
and regulations for the administration of the Plan as it may
deem desirable. Any decision of the Board in the
administration of the Plan, as described herein, shall be final
and conclusive. The Board may act only by a majority of its
members in office, except that the members thereof may
authorize any one or more of their number or the Secretary or
any other officer of the Corporation to execute and deliver
documents on behalf of the Board. No member of the Board shall
be liable for anything done or omitted to be done by such
member or by any other member of the Board in connection with
the Plan, except for such member's own willful misconduct or as
expressly provided by statute.

3. Amount of Stock

The stock which may be issued and sold under the Plan
shall not exceed 100,000 shares of Common Stock, subject to
adjustment as provided in Section 8 hereof. The Common Stock
to be issued may be either authorized and unissued shares or
issued shares acquired by the Corporation. If Options granted
under the Plan terminate or expire without being exercised in
whole or in part, new Options may be granted covering the
shares not purchased under such lapsed Options.

4. Eligibility

Each Non-Employee Director shall be eligible to receive an
Option in accordance with Section 5. Each Option granted under
the Plan shall be evidenced by an agreement in such form as the
Board shall prescribe from time to time in accordance with the
Plan and shall comply with the terms and conditions set forth
in Sections 5, 6 and 7 hereof.

5. Grant of Options

Commencing on June 12, 1996, and, thereafter on each date
on which the Board holds its Annual Meeting of Directors, each
Non-Employee Director shall automatically receive an Option to
purchase for ten years 2,500 shares of Common Stock, subject to
adjustment as provided in Section 8 hereof.

6. Exercise Price

The Option exercise price per share shall be 100% of the
fair market value of a share of Common Stock, subject to
adjustment as provided in Section 8 hereof. As used herein,
fair market value shall be the closing price of the Common
Stock on the date of determination (if the Common Stock is then
traded on a national securities exchange or in the NASDAQ
National Market System) or, if not so traded, the average of
the closing bid and asked prices thereof on such day or, if the
Common Stock is not traded on the date of determination, on the
last preceding date on which the Common Stock is traded.

7. Termination of Options; Limitations on Exercise; Change in
Control

(a) No Option shall be exercisable until and unless the
Plan is approved by the Corporation's stockholders at the
Corporation's 1997 Annual Meeting of Stockholders, and, unless
the Plan is so approved, all Options will terminate and be of
no further force or effect on the earlier to occur of (i) the
day after the Corporation's 1997 Annual Meeting of Stockholders
and (ii) December 31, 1997.

(b) One-third of the total number of shares of Common
Stock covered by an Option shall become exercisable on a
cumulative basis on each anniversary of the date of grant if
the holder thereof has been a Non-Employee Director of the
Corporation at all times since such date of grant; provided,
however, that if the holder of an Option ceases to be a Non-
Employee Director prior to the date that an Option is fully
exercisable by reason of (i) retirement after reaching age 60
at least six months after the date of grant, (ii) death or
(iii) disability, in each case, if he has been a member of the
Board for at least five years prior to the date of such
cessation, all of the shares of Common Stock covered by the
Option will become immediately exercisable.

(c) If a person shall cease to be a Non-Employee Director
for any reason while holding an Option that has not expired and
has not been fully exercised:

(i) such person, or in the case of his death or
adjudication of incompetency, his executors,
administrators, distributees, guardian or legal
representative, as the case may be, may, at any time until
the earlier to occur of the (y) fifth anniversary of the
date of cessation and (z) termination of such Option
pursuant to Section 7(d)(i) hereof, exercise the Option
with respect to any shares of Common Stock as to which it
was exercisable pursuant to Section 7(b) hereof on the
date the person ceased to be such a Non-Employee Director;
and

(ii) The Option will thereupon terminate as to the
number of shares of Common Stock which are not exercisable
pursuant to Section 7(b) hereof on the date of such
cessation.

(d) No Option or any part of an Option shall be
exercisable:

(i) after the expiration of 10 years from the date
the Option was granted; and

(ii) unless written notice of the exercise is
delivered to the Corporation specifying the number of
shares to be purchased, and payment in full by check or
bank draft is made for the shares of Common Stock being
acquired thereunder at the time of exercise.

(e) An Option shall not be transferable by the optionee
otherwise than by will or the laws of descent and distribution
and shall be exercisable during his lifetime only by him or his
guardian or legal representative.

(f) For purposes hereof, disability shall have the
meaning provided in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended.

(g) Notwithstanding the foregoing provisions of this
Section 7, the Options granted hereunder shall immediately
become exercisable in their entirety at such time as there
shall be a "Change in Control" of the Corporation. For
purposes hereof, a "Change in Control" shall be deemed to have
occurred if any "person" or "group" (as such terms are defined
in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act
of 1934, as amended), acquires, directly or indirectly, by
virtue of the consummation of any purchase, merger or other
combination, securities of the Corporation representing more
than fifty percent (50%) of the combined voting power of the
Corporation's then outstanding voting securities with respect
to matters submitted to a vote of the stockholders generally.

8. Adjustments upon Changes in Capitalization

(a) If the outstanding Common Stock is hereafter changed
by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up,
combination, exchange of shares, or the like, or dividends
payable in shares of the Common Stock, an appropriate
adjustment shall be made by the Board in the aggregate number
of shares available under the Plan, in the number of shares
subject to Options to be granted thereafter pursuant to
Sections 5(a) and 5(b) hereof, and in the number of shares and
price per share subject to outstanding Options. If the
Corporation shall be reorganized, consolidated or merged with
another corporation, or if all or substantially all of the
assets of the Corporation shall be sold or exchanged, the
holder of an Option shall, after the occurrence of such a
corporate event, be entitled to receive upon the exercise of
his Option the same number and kind of shares of stock or the
same amount of property, cash or securities as he would have
been entitled to receive upon the happening of any such
corporate event as if he had exercised such Option and had
been, immediately prior to such event, the holder of the number
of shares covered by such Option.

(b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of any Option
granted hereunder. If fractions of a share would result from
any such adjustment, the adjustment shall be revised to the
next higher whole number of shares.

9. Miscellaneous Provisions

(a) Except as expressly provided for in the Plan, no Non-
Employee Director or other person shall have any claim or right
to be granted an Option under the Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any Non-
Employee Director any right to be retained in the service of
the Corporation.

(b) The Corporation shall not be obligated to deliver any
shares of Common Stock hereunder until they have been listed on
each securities exchange on which the Common Stock may then be
listed, or until there has been qualification under or
compliance with such state or federal laws, rules or
regulations as the Corporation may deem applicable.

(c) It shall be a condition to the obligation of the
Corporation to issue shares of Common Stock upon exercise of an
Option, that the optionee (or any person entitled to act under
Sections 7(c) and 7(e)) hereof pay to the Corporation, upon its
demand, such amount, if any, as may be requested by the
Corporation for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other
taxes. If the amount requested is not paid, the Corporation
may refuse to issue shares of Common Stock.

(d) The expenses of the Plan shall be borne by the
Corporation.

(e) If an Option is exercised by the executors,
administrators, legatees or distributees of the estate of a
deceased optionee or by the guardian or legal representative of
an optionee, the Corporation shall be under no obligation to
issue stock thereunder unless and until the Corporation is
satisfied that the person or persons exercising the Option are
the duly appointed legal representatives of the optionee or of
the deceased optionee's estate or the proper legatees of
distributees of such estate.

(f) If all or any part of the Plan is declared by any
court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any
portion of the Plan not declared unlawful or invalid. Any
section or part of a section so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will
give effect to the terms and conditions of such section or part
of a section to the fullest extent possible.

10. Amendment or Discontinuance

The Plan may be amended at any time and from time to time
by the Board as the Board shall deem advisable including, but
not limited to amendments necessary to qualify for any
exemption or to comply with applicable law or regulations;
provided, however, that the Plan shall not be amended more than
once every six months, other than to comport with changes in
the Internal Revenue Code of 1986, as amended, or the
regulations thereunder, or the Employee Retirement Income
Security Act of 1974, as amended, or the regulations
thereunder; and provided, further, that except as provided in
Section 8 hereof, the Board may not, without further approval
by the stockholders of the Corporation, increase the maximum
number of shares of Common Stock as to which Options may be
granted under the Plan, increase the number of shares subject
to an Option, reduce the minimum Option exercise price
described in Section 6 hereof, extend the period during which
Options may be granted or exercised under the Plan or change
the class of persons eligible to receive Options under the
Plan. No amendment of the Plan shall materially and adversely
affect any right to any optionee with respect to any Option
theretofore granted without such optionee's written consent.

11. Termination

The Plan shall terminate upon the earliest to occur of (a)
the adoption of a resolution of the Board terminating the Plan,
(b) June 11, 2006 and (c) December 31, 1997 if the Plan has not
been approved by the Corporation's stockholders at the
Corporation's 1997 Annual Meeting of Stockholders.

12. Effective Date of Plan

The Plan shall become effective as of June 12, 1996,
provided that the Corporation's stockholders shall have
approved the Plan at the Corporation's 1997 Annual Meeting of
Stockholders.

APPENDIX

PROXY

TELEMUNDO GROUP, INC.
2290 West 8th Avenue
Hialeah, Florida 33010

ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, JUNE 12, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TELEMUNDO GROUP, INC.

The undersigned stockholder of Telemundo Group, Inc.
(the "Company") hereby appoints Leon D. Black and Bruce H.
Spector, and each of them, the true and lawful attorneys,
agents and proxies of the undersigned, with full power of
substitution to each of them, to represent and vote as set
forth herein all the shares of Common Stock held of record by
the undersigned on April 25, 1997 at the Annual Meeting of
Stockholders of the Company to be held at The Michelangelo
Hotel, 152 West 51st Street, New York, New York at 10:00 a.m.
local time, on June 12, 1997, and at any adjournments
thereof.

PLEASE MARK YOUR CHOICES LIKE THIS [X] IN BLUE OR BLACK INK

THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ALL NOMINEES AND FOR PROPOSAL 2.
--- ---

1. ELECTION OF DIRECTORS

SERIES A NOMINEES (to be voted on by holders of Series A
Common Stock only): Alan Kolod; Barry W. Ridings; Daniel
D. Villanueva; David E. Yurkerwich

FOR ALL NOMINEES LISTED WITHHOLDING AUTHORITY TO WITHHOLD AUTHORITY
ABOVE except as marked to vote for all TO VOTE
to the contrary to the nominees listed above for any individual
nominee, write that
nominee's name in the
space below

-----------------------
[ ] [ ] -----------------------

SERIES B NOMINEES (to be voted on by holders of Series B Common Stock
only): Leon D. Black; Guillermo Bron; Roland A. Hernandez; Bruce H.
Spector; Edward M. Yorke

FOR ALL NOMINEES LISTED WITHHOLDING AUTHORITY TO WITHOLD AUTHORITY TO
ABOVE except as marked to vote for all VOTE for any individual
to the contrary to the nominees listed above nominee, write that
right nominee's name in the
space below

----------------------
[ ] [ ] ----------------------

2. APPROVAL OF THE 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

This Proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL THE NOMINEES LISTED AND
FOR PROPOSAL 2.

Please sign exactly as name appears on stock certificate. Each
joint owner must sign. Executors, administrators, trustees or
guardians must give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.

Dated:________________________, 1997

__________________________________
Signature

__________________________________
Signature if held jointly

Please mark, sign, date and return this Proxy promptly using the
enclosed envelope.