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<SEC-DOCUMENT>0000895345-02-000111.txt : 20020415
<SEC-HEADER>0000895345-02-000111.hdr.sgml : 20020415
ACCESSION NUMBER:		0000895345-02-000111
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20020305

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRUPO TELEVISA S A
		CENTRAL INDEX KEY:			0000912892
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEVISION BROADCASTING STATIONS [4833]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO 28
		CITY:			06724 MEXICO DF MEXI
		STATE:			O5
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO. 28
		STREET 2:		COLONIA DOCTORES

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRUPO TELEVISA S A DE CV
		DATE OF NAME CHANGE:	19931001

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNIVISION COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0001017008
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEVISION BROADCASTING STATIONS [4833]
		IRS NUMBER:				954398884
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48237
		FILM NUMBER:		02567438

	BUSINESS ADDRESS:	
		STREET 1:		1999 AVENUE OF THE STARS STE 3050
		CITY:			LOS ANGLES
		STATE:			CA
		ZIP:			90067
		BUSINESS PHONE:		3105567676

	MAIL ADDRESS:	
		STREET 1:		1999 AVENUE OF THE STARS INC SUITE 3050
		CITY:			LOS ANGLES
		STATE:			CA
		ZIP:			90067
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>js13d_grupo.txt
<TEXT>

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549

                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       UNIVISION COMMUNICATIONS INC.
- ---------------------------------------------------------------------------
                              (Name of Issuer)

                   CLASS A COMMON STOCK, $0.01 PAR VALUE
- ---------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 914906102
- ---------------------------------------------------------------------------
                               (CUSIP Number)

                            ALFONSO DE ANGOITIA
                            GRUPO TELEVISA, S.A.
                       AV. VASCO DE QUIROGA NO. 2000,
                            EDIFICIO A, PISO 4,
                     COLONIA SANTA FE 01210, MEXICO, DF
                              525-55-261-2000

                                   COPY:
                           JOSEPH A. STERN, ESQ.
                  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                             ONE NEW YORK PLAZA
                          NEW YORK, NEW YORK 10004
                                212-859-8000
- ---------------------------------------------------------------------------
        (Name, Address and Telephone Number of Person Authorized to
                    Receive Notices and Communications)

                             February 25, 2002
- ---------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement)

If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this  Schedule  13D, and is
filing  this  schedule  because  of  ss.ss.240.13d-1(e),   240.13d-1(f)  or
240.13(g), check the following box.   [__]

NOTE:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7(b) for
other parties to whom copies are to be sent.

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this form with respect to the subject class of
securities,  and for any subsequent amendment containing  information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities  Exchange Act
of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but shall be subject to all other  provisions  of the Act (however,
see the Notes).


<PAGE>




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

CUSIP No.  914906102                                      13D
- ---------------------------------------------------------------------------
   1     NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

                             Grupo Televisa, S.A.
- ---------------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                        (a)|_|
                                                        (b)|X|
- ---------------------------------------------------------------------------
   3     SEC USE ONLY

- ---------------------------------------------------------------------------
   4     SOURCE OF FUNDS (See Instructions)

                        WC, BK, OO
- ---------------------------------------------------------------------------
   5     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e)                         |_|
- ---------------------------------------------------------------------------
   6     CITIZENSHIP OR PLACE OF ORGANIZATION
                        Mexico
- ---------------------------------------------------------------------------
                             7    SOLE VOTING POWER
        NUMBER OF                   39,289,534(1)(2)
          SHARES            -----------------------------------------------
BENEFICIALLY OWNED BY EACH   8    SHARED VOTING POWER
        REPORTING                               0
       PERSONS WITH          -----------------------------------------------
                             9    SOLE DISPOSITIVE POWER

                                    39,289,534(1)(2)
                             -----------------------------------------------
                             10   SHARED DISPOSITIVE POWER

                                                0
- ---------------------------------------------------------------------------
   11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            39,289,534(1)(2)
- ---------------------------------------------------------------------------
   12    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
         (See Instructions)                              |_|
- ---------------------------------------------------------------------------
   13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.6%(3)
- ---------------------------------------------------------------------------


- ------------------------------------
 (1) The filing of this Schedule 13D shall not be construed as an admission
     by  Grupo  Televisa,  S.A.  that  it or any of its  affiliates  is the
     beneficial  owner of any  securities  covered  hereby for any purposes
     other than Section 13(d) of the Act. Grupo  Televisa,  S.A.  disclaims
     that it  constitutes  part of a  "group"  with any other  person  with
     respect to shares of Univision Communications Inc.

 (2) Of this number, 6,000,000 shares of Class A Common Stock and a warrant
     entitling the holder to purchase an additional  100,000 shares will be
     issued  to  Televisa  upon  the  closing  of  the  Fonovisa   Purchase
     Transaction, as described in Item 4 hereof.

 (3) 14.6% when calculated on a fully diluted basis.  17.7% when calculated
     in accordance with Rule 13d-3(d) under the Act. See Item 5 hereof.

- ---------------------------------------------------------------------------
   14    TYPE OF REPORTING PERSON (See Instructions)

                     CO
- ---------------------------------------------------------------------------


<PAGE>

ITEM 1.  Security and Issuer.
         -------------------

     This statement on Schedule 13D (this "Schedule 13D") relates to the
shares of Class A common stock, par value $.01 per share (the "Class A
Stock"), of Univision Communications Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 1999 Avenue of the Stars,
suite 3050, Los Angeles, California 90067.

ITEM 2.  Identity and Background
         -----------------------

     (a)-(c) This Schedule 13D is filed by Grupo Televisa, S.A., a Mexican
corporation ("Televisa"), and reflects shares of Class A Stock beneficially
owned directly by Televisa and indirectly by Televisa through certain of
its subsidiaries (such subsidiaries, the "Subsidiaries"). Televisa has full
dispositive and voting control over the shares of Class A Stock
beneficially owned by it through the Subsidiaries. Televisa has interests
in television production and broadcasting, programming for pay television,
international distribution of television programming, direct-to-home
satellite services, publishing and publishing distribution, cable
television, radio production and broadcasting, professional sports and show
business promotions, paging services, feature film production and
distribution, dubbing, and the operation of a horizontal Internet portal.
The principal business office of Televisa is located at Av. Vasco de
Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico DF. To
the best of Televisa's knowledge, the name, citizenship, business address
and present principal occupation or employment, as well as the name and
address of any corporation or other organization in which such occupation
or employment is conducted, of each of the directors and executive officers
of Televisa are set forth on Schedule 1, attached hereto, which schedule is
hereby incorporated by reference.

     (d)-(e) During the five years prior to the date hereof, none of
Televisa or, to the best of Televisa's knowledge, anyone listed on Schedule
1 attached hereto (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3.  Source and Amount of Funds or Other Consideration.
         -------------------------------------------------

     Prior to December 19, 2001 and after giving effect to the Issuer's
stock splits relating to its common stock (effective as of January 12, 1998
and August 11, 2000), Televisa, directly and through Subsidiaries,
beneficially owned (a) 13,593,034 shares of Class A Stock (which were and
continue to be held as shares of Class T common stock, par value $.01 per
share (the "Class T Stock"), which are convertible at any time at the
option of Televisa into shares of Class A Stock on a share for share basis)
and (b) a warrant entitling the holder to purchase up to 2,000 shares of
either Class T Stock or Class A Stock (the "Existing Warrant"), and had
been filing reports on Schedule 13G with respect thereto pursuant to Rule
13d-1(d) under the Act. These shares and others (or warrants entitling the
holder to purchase shares) of which Televisa or Subsidiaries have since
disposed were acquired in exchange for equity securities purchased by
Televisa and certain of its subsidiaries issued by a predecessor of the
Issuer in December of 1992 for approximately $7,200,000, which was funded
by Televisa's working capital.

     The source and amount of funds or other consideration utilized with
respect to the shares of Class A Stock acquired by Televisa in connection
with the transactions occurring on December 19, 2001 (as more fully
described in Item 4 hereof) are as follows:

     The shares of Series B Preferred Stock, and subsequently the Converted
     Shares (each as described in Item 4 hereof), were issued to Fonovisa
     L.L.C. ("Fonovisa"), a wholly-owned indirect Subsidiary, for
     $375,000,000. Such funds were obtained from Televisa, which in turn
     obtained such funds from working capital as well as pursuant to a
     Credit Agreement, dated as of December 21, 2001, between Televisa, the
     Banks set forth therein and JPMorgan Chase Bank, as administrative
     agent for the Banks.

     The WPA Warrant (as described in Item 4 hereof) was issued to Televisa
     by the Issuer in consideration of the surrender by Televisa of certain
     governance rights under the Issuer's organizational documents.

     The securities which will be beneficially owned as a result of the
     consummation of the Fonovisa Purchase Transaction (as described in
     Item 4 hereof) will be issued by the Issuer in consideration of the
     sale by Televisa and some of its subsidiaries of the Fonovisa Music
     Group (as described in Item 4 hereof).

ITEM 4.  Purpose of Transaction.
         ----------------------

     On December 19, 2001, Fonovisa and the Issuer entered into a Share
Purchase Agreement (the "Share Purchase Agreement") pursuant to which
Fonovisa purchased 375,000 shares of the Issuer's Series B Convertible
Redeemable Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), which automatically converted into an aggregate of
10,594,500 shares of Class A Stock (the "Converted Shares") on February 25,
2002 upon the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 (the "HSR").

     On December 19, 2001, Televisa and the Issuer entered into a Warrant
Purchase Agreement (the "Warrant Purchase Agreement") pursuant to which
Televisa received a warrant (the "WPA Warrant") entitling it to purchase up
to 9,000,000 shares of Class A Stock in consideration of Televisa's
surrender of certain governance rights under the Issuer's organizational
documents. No voting rights attach to the unexercised WPA Warrant or to any
unexercised portion thereof. The Warrant Purchase Agreement provided that
the WPA Warrant could not be exercised prior to the expiration of the waiting
period under the HSR, which occurred on February 25, 2002.

     On December 19, 2001, Televisa and the Issuer entered into a Letter
Agreement (the "Fonovisa Purchase SPA"), whereby the parties agreed that
the Issuer or certain of its affiliates would purchase from Televisa or
certain of its subsidiaries all of the capital stock of Fonovisa S.A. de
C.V., Fonovisa de Centroamerica S.A., Fonovisa Inc. and America Musical
S.A. de C.V. (collectively, the "Fonovisa Music Group") in exchange for
6,000,000 shares of Class A Stock and a warrant (the "Fonovisa Warrant")
entitling the holder thereof to purchase an additional 100,000 shares of
Class A Stock (such transaction, the "Fonovisa Purchase Transaction"). No
voting rights will attach to the unexercised Fonovisa Warrant or to any
unexercised portion thereof. The Fonovisa Purchase Transaction is to be
consummated within 10 business days after the satisfaction of the
conditions to closing set forth in the Fonovisa Purchase SPA.

     The Issuer also agreed to issue to a Subsidiary a warrant entitling
the holder thereof to purchase 2,000 shares of Class T Stock or Class A
Stock (the "Replacement Warrant"). Such warrant will amend and restate the
Existing Warrant. No voting rights attach to this unexercised warrant or to
any unexercised portion thereof, except that for as long as it is
outstanding, Televisa will have certain rights to approve dividends and
other distributions under the Issuer's bylaws, subject to certain
exceptions

     The foregoing summaries of the Share Purchase Agreement, the Warrant
Purchase Agreement and the Fonovisa Purchase SPA are qualified in their
entirety by reference to such agreements, which have been filed as exhibits
to this Schedule 13D.

Other Transactions Involving Televisa and the Issuer:
- ----------------------------------------------------

     On December 19, 2001, Televisa and certain of its subsidiaries entered
into a series of other transactions with the Issuer, including:

     (a)  Amending the parties' program license agreement. Among other
          matters, the Issuer now has an exclusive right to broadcast
          substantially all of Televisa's Spanish-language programming in
          the United States over the Univision, Galavision and Telefutura
          networks through December 2017, with some exceptions, whereas the
          Issuer previously had an exclusive first option with respect to
          this programming, but only in connection with the Univision and
          Galavision networks. In exchange for these exclusive broadcast
          rights, Televisa is now entitled, in addition to its existing 9%
          programming royalty on net time sales of the Univision and
          Galavision networks, to an incremental 3% programming royalty on
          net time sales of the Univision and Galavision networks to the
          extent such net time sales exceed net time sales for the year
          2001, as well as a 12% programming royalty on net time sales of
          the Telefutura network beginning in 2003, subject to certain
          adjustments, including minimum annual royalties of $5,000,000 in
          respect of Telefutura for 2003, increasing by $2,500,000 each
          year to $12,500,000.

     (b)  Other transactions. Televisa and the Issuer entered several other
          transactions or arrangements, including (i) an agreement to
          establish a joint venture to introduce Televisa's satellite and
          cable pay television programming into the United States and (ii)
          certain arrangements regarding the Issuer's stations in Puerto
          Rico, including an agreement to enter into certain program
          license agreements, subject to existing contractual agreements,
          as well as an option to participate in the acquisition by the
          Issuer of certain stations in Puerto Rico.

     Finally, pursuant to the Issuer's Certificate of Incorporation,
Televisa has had the right to select one member of the Issuer's Board of
Directors. Effective January 16, 2002, Emilio Azcarraga Jean, Chief
Executive Officer of Televisa, joined the Issuer's Board of Directors as
its "Vice-Chairman." Televisa has appointed Alfonso de Angoitia as Mr.
Azcarraga's alternate director.

     Televisa and its Subsidiaries acquired the shares and warrants in
connection with the transactions described herein for investment purposes.
Televisa and its Subsidiaries intend to review their position in the Issuer
from time to time. Depending upon future evaluations of the business
prospects of the Issuer and upon other developments (including, but not
limited to, general economic and business conditions, stock market
conditions and Televisa and its subsidiaries' liquidity needs), Televisa
may retain or seek to increase its direct or indirect holdings of Class A
Stock or dispose of all or a portion of its direct or indirect holdings of
Class A Stock and/or exercise all or a portion of the warrants that it
holds directly or indirectly.(4)

- ----------------------
(4)  The exercise of any warrant described in this Schedule 13D may be
     restricted by ownership restrictions set forth in the Communications
     Act of 1934, as amended, or the rules, regulations, decisions and
     written policies promulgated thereunder (together, the "Communications
     Act"). Such restrictions may prevent the exercise of any warrants that
     would result in the ownership by non-U.S. citizens of more than 25% of
     the outstanding stock of the Issuer.


     Except as indicated in this Schedule 13D, none of Televisa, or to the
best of Televisa's knowledge, anyone listed on Schedule 1 hereto currently
has any specific plans or proposals that relate to or would result in any
of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D; however, Televisa may develop or consider such plans or
proposals in the future.

ITEM 5.  Interest in Securities of the Issuer.(5)
         ------------------------------------

     (a) (i) After giving effect to each of the transactions described in
Item 4, including without limitation, those contemplated by the Share
Purchase Agreement, Televisa beneficially owns (directly or through the
Subsidiaries) 39,289,534 shares of Class A Stock, representing (x) 16.5% of
the shares of Class A Stock outstanding, calculated in accordance with Rule
13d-3(d) under the Act or (y)14.6% of the shares of Class A Stock
outstanding on a fully diluted basis. Of this number, 13,593,034 are
currently held as Class T Stock; 10,594,500 are currently held as shares of
Class A Stock; 9,000,000 are currently represented by the WPA Warrant;
6,000,000 shares of Class A Stock will be beneficially owned upon the
closing of the Fonovisa Purchase Transaction; 100,000 will be represented
by the Fonovisa Warrant upon the closing of the Fonovisa Purchase
Transaction; and 2,000 are held as a warrant to purchase such number of
shares of Class T Stock or Class A Stock.

- -----------------------
(5)  In all instances in this Schedule 13D in which a percentage is give on
     a "fully diluted basis," such percentages are based on 269,351,339
     shares of Class A Stock outstanding on a fully diluted basis,
     calculated by combining (a) the 210,086,975 shares of the Issuer's
     common stock outstanding on September 30, 2001, as reported on the
     Issuer's report on Form 10-Q for the period ending September 30, 2001
     (the "10-Q"), (b) the 27,413,309 "dilutive" warrants of the Issuer
     outstanding on September 30, 2001, as reported on the 10-Q, (c) the
     3,356,555 "dilutive" options of the Issuer outstanding on September
     30, 2001, as reported on the 10-Q, (d) the 25,694,500 shares of Class
     A Stock obtained by Televisa pursuant to the transactions described in
     Item 4 of this Schedule 13D, and (e) the warrant entitling the holder
     thereof to purchase 2,800,000 shares of Class A Stock issued to
     Venevision Investments LLC on December 19, 2001. In all instances in
     this Schedule 13D in which a percentage with respect to ownership by
     Televisa is calculated in accordance with Rule 13d-3(d) under the Act,
     such percentages are based on 170,882,221 shares of Class A Stock
     outstanding, calculated by combining (x) the 140,694,687 shares of
     Class A Stock outstanding on October 17, 2001, as reported on the 10-Q
     and (y) the 30,187,534 shares (including those described in Note 2
     hereof) of Class A Stock which Televisa beneficially owns.
     Calculations under Rule 13d-3(d) set forth herein disregard for all
     purposes warrants held by Televisa (or its Subsidiaries) exercisable
     for 9,102,000 shares of Class A Stock because such warrants may only
     be exercised to the extent that such exercise will not cause a
     violation under the Communications Act.


          (ii) In addition, any beneficial ownership of Class A Stock by
any of the executive officers or directors of Televisa is set forth on
Schedule 1 attached hereto.

     (b) (i) Televisa has the sole power, directly or indirectly, to direct
the vote and the disposition of each of the shares described in clause
(a)(i) of this Item 5. However, the WPA Warrant does not entitle its holder
to voting rights; 6,000,000 of such shares will only be beneficially owned
and carry voting rights upon the closing of the Fonovisa Purchase
Transaction; the Fonovisa Warrant will only be issued upon the consummation
of the Fonovisa Purchase Transaction (and such warrant will not entitle its
owner to voting rights); and the Replacement Warrant does not entitle its
holder to any voting rights, except as described above.

          (ii) In addition, those parties who have the power to direct the
vote and disposition of any shares described in clause (a)(ii) of this Item
5 are set forth on Schedule 1 attached hereto.

     (c) Except as set forth in Item 4 hereof, none of Televisa or, to the
best of Televisa's knowledge, anyone listed on Schedule 1 has engaged in
any transaction in any such shares during the sixty day period immediately
preceding the date hereof.

     (d)-(e) Not applicable.

ITEM 6.  Contracts, Arrangements, Understandings or Relationships
         --------------------------------------------------------
         with Respect to Securities of the Issuer.
         ----------------------------------------

     Except as described in this Schedule 13D, none of Televisa or, to the
best of Televisa's knowledge, anyone listed on Schedule 1 attached hereto
has any other contracts, arrangements, understandings or relationships with
any persons with respect to any securities of the Issuer. The description
of the transactions discussed in Item 4 is further described in the
exhibits attached hereto, including the Share Purchase Agreement, the
Warrant Purchase Agreement, the Fonovisa Purchase SPA, and the Press
Release issued by the Issuer, on December 20, 2001. Such documents are
incorporated herein by reference for all of the terms and conditions of
such documents.

ITEM 7.  Material to be Filed as Exhibits.

   Exhibit 10.1  Credit Agreement, dated as of December 21, 2001 between
                 Televisa, the Banks set forth therein and JPMorgan Chase
                 Bank, as administrative agent for the Banks (incorporated
                 herein by reference to Exhibit 10.5 of Amendment No. 1 to
                 the Form F-4, which amendment was filed by Televisa on
                 January 30, 2002).

   Exhibit 10.2  Share Purchase Agreement, dated as of December 19, 2001,
                 by and between Fonovisa L.L.C. and the Issuer.

   Exhibit 10.3  Warrant Purchase Agreement, dated as of December 19, 2001,
                 by and between Televisa and the Issuer.

   Exhibit 10.4  Letter Agreement, dated December 19, 2001, between
                 Televisa and the Issuer.

   Exhibit 99.1  Press Release, dated December 20, 2001 (incorporated
                 herein by reference to the Form 6-K filed by Televisa on
                 December 20, 2001).



<PAGE>





                                 SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



                                    GRUPO TELEVISA, S.A.


                                    By: /s/ Alfonso de Angoitia Noriega
                                       ---------------------------------
                                       Name:  Alfonso de Angoitia Noriega
                                       Title: Executive Vice President and
                                              Chief Financial Officer



<PAGE>



                                 Schedule 1

          Executive Officers and Directors of Grupo Televisa, S.A.

The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of
each of the directors and executive officers of Grupo Televisa, S.A. is set
forth below.

<TABLE>
BOARD OF DIRECTORS
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                                 <C>
NAME AND BUSINESS ADDRESS                     PRINCIPAL OCCUPATION (UNLESS OTHERWISE              CITIZENSHIP
                                              INDICATED, TITLES RELATE TO RELATIONSHIP WITH
                                              GRUPO TELEVISA, S.A. OR ITS AFFILIATES).
- -------------------------------------------------------------------------------------------------------------------
Emilio Azcarraga Jean                         Chairman of the Board, President and                Mexico
c/o Grupo Televisa, S.A.                      Chief Executive Officer and President of the
Grupo Televisa, S.A.                          Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Maria Asuncion                                Vice Chairman of the Board and Member of the        Mexico
     Aramburuzabala Larregui                  Executive Committee of Grupo Modelo, S.A. de
c/o Grupo Televisa, S.A.                      C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
In alphabetical order:
- -------------------------------------------------------------------------------------------------------------------
Juan Abello Gallo                             President of Grupo Torreal, Spain                   Spain
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Alfonso de Angoitia Noriega                   Executive Vice President - Chief Financial          Mexico
c/o Grupo Televisa, S.A.                      Officer, Secretary of the Board and Secretary
Grupo Televisa, S.A.                          of the Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Julio Barba Hurtado                           Director of Televicentro and Legal Advisor to       Mexico
c/o Grupo Televisa, S.A.                      the President
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Jose Antonio Baston Patino(6)                 Corporate Vice President of Television              Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

- --------------------
<FN>
(6)  Beneficial owner of 150,000 shares of Class A Stock (currently held as
     options to purchase such shares) with the sole power, directly or
     indirectly, to direct the vote and the disposition of each of such
     shares. Such share ownership represents approximately .06% of the
     outstanding Class A Stock on a fully diluted basis and approximately
     .11% of the outstanding Class A Stock as calculated pursuant to Rule
     13d-3(d) under the Act.
</FN>

- -------------------------------------------------------------------------------------------------------------------
Ana Patricia Botin O'Shea                     Private Investor (such activity does not refer      Spain
c/o Grupo Televisa, S.A.                      to a Grupo Televisa, S.A. position)
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Manuel Jorge Cutillas Covani(7)               Director of Bacardi Limited                         Spain
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

- --------------------
<FN>
(7)  Beneficial owner of 2,000 shares of Class A Stock with the sole power,
     directly or indirectly, to direct the vote and the disposition of each
     of such shares. Such share ownership represents less that .01% of the
     outstanding Class A Stock, calculated both on a fully diluted basis
     and pursuant to Rule 13d-3(d) under the Act.
</FN>
- -------------------------------------------------------------------------------------------------------------------
Jaime Davila Urcullu                          Executive Vice President                            Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Carlos Fernandez Gonzalez                     Chief Executive Officer and Vice Chairman of        Mexico
c/o Grupo Televisa, S.A.                      the Board of Grupo Modelo, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Bernardo Gomez Martinez                       Deputy to the President                             Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Claudio X. Gonzalez Laporte                   Chairman of the Board and Chief Executive           Mexico
c/o Grupo Televisa, S.A.                      Officer of Kimberly-Clark de Mexico, S.A. de
Grupo Televisa, S.A.                          C.V. and President of the Business Council
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Roberto Hernandez Ramirez                     Chairman of the Board and Chief Executive           Mexico
c/o Grupo Televisa, S.A.                      Officer of Banco Nacional de Mexico, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Enrique Krauze Kleinbort                      Chief Executive Officer of Editorial Clio           Mexico
c/o Grupo Televisa, S.A.                      Libros y Videos, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
German Larrea Mota Velasco                    Chairman of the Board of Grupo Mexico, S.A. de      Mexico
c/o Grupo Televisa, S.A.                      C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Gilberto Perezalonso Cifuentes                Private Advisor (such activity does not refer       Mexico
c/o Grupo Televisa, S.A.                      to a Grupo Televisa, S.A. position)
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Alejandro Quintero Iniguez                    Corporate Vice President of Sales and Marketing     Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Fernando Senderos Mestre                      Chief Executive Officer of DESC, S.A. de C.V.       Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Enrique F. Senior                             Executive Vice President and Managing Director      Cuba with United
c/o Grupo Televisa, S.A.                      of Allen & Company Incorporated                     States residency
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Lorenzo H. Zambrano Trevino                   President, Chief Executive Officer and              Mexico
c/o Grupo Televisa, S.A.                      Chairman of the Board of Cemex, S.A. de C.V.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
- -------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                                 <C>
NAME AND ADDRESS                              CURRENT POSITION                                   CITIZENSHIP
- -------------------------------------------------------------------------------------------------------------------
Emilio Azcarraga Jean                         Chairman of the Board, President and               Mexico
c/o Grupo Televisa, S.A.                      Chief Executive Officer and President of the
Grupo Televisa, S.A.                          Executive Committee
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
In alphabetical order:
- -------------------------------------------------------------------------------------------------------------------
Alfonso de Angoitia Noriega                   Executive Vice President - Chief Financial         Mexico
c/o Grupo Televisa, S.A.                      Officer
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Maximiliano Arteaga                           Vice President of Operations - Televisa            Mexico
c/o Grupo Televisa, S.A.                      Chapultepec
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Felix Jose Araujo Ramirez                     Vice President of Broadcasting and                 Mexico
c/o Grupo Televisa, S.A.                      Telesistema
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Jose Antonio Baston Patino(6)                 Corporate Vice President of Television             Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF

- --------------------
<FN>
(6)  Beneficial owner of 150,000 shares of Class A Stock (currently held as
     options to purchase such shares) with the sole power, directly or
     indirectly, to direct the vote and the disposition of each of such
     shares. Such share ownership represents approximately .06% of the
     outstanding Class A Stock on a fully diluted basis and approximately
     .11% of the outstanding Class A Stock as calculated pursuant to Rule
     13d-3(d) under the Act.
</FN>
- -------------------------------------------------------------------------------------------------------------------
Jaime Davila Urcullu                          Executive Vice President                           Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Bernardo Gomez Martinez                       Deputy to the President                            Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Eduardo Michelsen Delgado                     Editorial Televisa -- Internacional                Columbia
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Jorge Eduardo Murguia Orozco                  Vice President - Production                        Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Martin Perez Cerda                            Editorial Televisa - Mexico                        Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Alejandro Quintero Iniguez                    Corporate Vice President of Sales and              Mexico
c/o Grupo Televisa, S.A.                      Marketing
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Raul Rodriguez Gonzales                       Chief Executive Officer of Radio                   Spain
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Cristobal Rugama Maison                       Chief Executive Officer of Innova                  U.S.A.
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------
Pablo Vazquez Oria                            Chief Executive Officer of Cablevision             Mexico
c/o Grupo Televisa, S.A.
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000,
Edificio A, Piso 4,
Colonia Santa Fe 01210, Mexico, DF
- -------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>




                               EXHIBIT INDEX


   Exhibit 10.1  Credit Agreement, dated as of December 21, 2001 between
                 Televisa, the Banks set forth therein and JPMorgan Chase
                 Bank, as administrative agent for the Banks (incorporated
                 herein by reference to Exhibit 10.5 of Amendment No. 1 to
                 the Form F-4, which amendment was filed by Televisa on
                 January 30, 2002).

   Exhibit 10.2  Share Purchase Agreement, dated as of December 19, 2001,
                 by and between Fonovisa L.L.C. and the Issuer.

   Exhibit 10.3  Warrant Purchase Agreement, dated as of December 19, 2001,
                 by and between Televisa and the Issuer.

   Exhibit 10.4  Letter Agreement, dated December 19, 2001, between
                 Televisa and the Issuer.

   Exhibit 99.1  Press Release, dated December 20, 2001 (incorporated
                 herein by reference to the Form 6-K filed by Televisa on
                 December 20, 2001).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit_1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
Pursuant to Rule 12b-32 under the Act, the Credit Agreement, dated as of
December 21, 2001 between Televisa, the Banks set forth therein and JPMorgan
Chase Bank, as administrative agent for the Banks is incorporated herein by
reference to Exhibit 10.5 of Amendment No. 1 to the Form F-4, which amendment
was filed by Televisa on January 30, 2002.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex_4.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>


                         SHARE PURCHASE AGREEMENT

          This Share Purchase Agreement (the "Agreement") is entered into
as of December 19, 2001, by and between Fonovisa L.L.C., a Nevada limited
liability company ("Buyer"), and Univision Communications Inc., a Delaware
corporation ("Seller").

          WHEREAS, Buyer has indicated it desires to purchase shares of
Seller's Series B Convertible Redeemable Preferred Stock (collectively, the
"Preferred Shares");

          WHEREAS, Seller is willing to sell such Preferred Shares to
Buyer;

          NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, the parties agree as follows:

     1. PURCHASE AND SALE OF STOCK. Seller hereby agrees to sell to Buyer
and Buyer hereby agrees to purchase from Seller, 375,000 Preferred Shares
for an aggregate purchase price of U.S.$375,000,000 (the "Share Purchase
Price"). Buyer shall pay the Share Purchase Price to Seller as promptly as
practical but in no event later than December 26, 2001 by wire transfer to
the account of Seller shown on Exhibit A. Upon receipt of the Share
Purchase Price, Seller shall deliver to Buyer a certificate, registered in
Buyer's name, representing the Preferred Shares. A form of share
certificate for the Preferred Shares is attached hereto as Exhibit B and
the Certificate of Designation regarding the Preferred Shares is attached
hereto as Exhibit C (the "Certificate of Designation").

     2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:

          A. ORGANIZATION. Seller is a corporation duly organized, validly
existing and in good standing under the laws of Delaware with all necessary
corporate power and authority to execute, deliver and perform this
Agreement.

          B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Seller.
This Agreement constitutes the legally valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.

          C. NO VIOLATION. Neither the Seller nor any of its subsidiaries
is (i) in violation of its charter or bylaws or (ii) in breach or default
in the performance or observance of any material agreement to which it is a
party or by which it is bound, except as disclosed in the Public Filings
(as defined below) and except for such breaches or defaults that would not
have a material adverse effect on (x) the condition (financial or
otherwise), earnings, business affairs or business prospects of Seller and
its subsidiaries, taken as a whole, or (y) Seller's ability to perform its
obligations under this Agreement (a "Material Adverse Effect"). The
execution, delivery and performance of this Agreement by Seller, the
conversion of the Preferred Shares and the exercise of the Warrant will not
violate or constitute a breach or default (whether upon lapse of time or
the occurrence of any act or event or otherwise) under (a) the charter
documents or bylaws of Seller or any of its subsidiaries, (b) any law to
which Seller or any of its subsidiaries is subject, which breach, default
or violation would have a Material Adverse Effect or (c) any material
agreement to which Seller or any of its subsidiaries is a party or is
bound, which breach, default or violation would have a Material Adverse
Effect.

          D. NO REGISTRATION. The execution, delivery and performance of
this Agreement by Seller and the transactions contemplated hereby, other
than the conversion of the Preferred Shares, which require a filing under
the HSR Act (as defined below) and could require approval from the Federal
Communication Commission, will not require filing or registration with, or
the issuance of any permit by, or receipt of any approval or other consent
from, any person or entity.

          E. NO PAYMENT TRIGGERED. The execution, delivery and performance
of this Agreement and the conversion of the Preferred Shares will not cause
the acceleration of any payment or trigger any other right under any
agreement, arrangement, commitment or understanding to which Seller is a
party or by which Seller is bound.

          F. PUBLIC DOCUMENTS. Since December 31, 2000, Seller has filed
with the U.S. Securities and Exchange Commission (the "SEC") all reports,
proxy materials and registration statements required to be filed by it
pursuant to the U.S. federal securities laws and has made all other filings
required to be made by it with the SEC (collectively, the "Public
Filings"). None of the Public Filings contains an untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, in each
such case as of its filing date, mailing date or effective date, as the
case may be. Since the date of the filing with the SEC of Seller's most
recent Form 10Q, there has not been (A) any material adverse change, or any
development involving a prospective material adverse change, in the
condition (financial or otherwise), earnings, business affairs or business
prospects of Seller and its subsidiaries, taken as a whole, whether or not
arising in the ordinary course of business, (B) any transaction entered
into by Seller or its subsidiaries, other than in the ordinary course of
business, that is material to Seller and its subsidiaries, taken as a
whole, (C) any dividend or other obligation declared, paid or made by
Seller on its capital stock or (D) any incurrence by Seller or its
subsidiaries of any material liability or obligation, direct or contingent.

          G. FINANCIAL STATEMENTS. The consolidated financial statements
included in or incorporated by reference into the Public Filings, together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the
Seller and its subsidiaries on the basis stated therein at the respective
dates or for the respective periods to which they apply, and such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein.

          H. OWNERSHIP. The Preferred Shares upon issuance, and the
Conversion Shares (as defined below) upon issuance in accordance with the
terms of this Agreement, will be duly authorized, validly issued and
outstanding and fully paid and nonassessable. Except as set forth in the
Public Filings, Seller has not entered into any outstanding contracts or
other rights to subscribe for or purchase, or contracts or other
obligations to issue or grant any rights to acquire, any capital of Seller,
or to restructure or recapitalize Seller, and, to Seller's knowledge, there
are no outstanding contracts to repurchase, redeem or otherwise acquire any
capital stock of Seller.

          I. RESERVATION OF SHARES. Seller has reserved a sufficient number
of shares of Class A Common Stock for issuance to Holder upon conversion of
the Preferred Shares.

          J. LISTING ON THE NEW YORK STOCK EXCHANGE ("NYSE"). The
Conversion Shares have been, or by the date of payment of the Purchase
Price will be, approved for listing on the NYSE, subject only to official
notice of issuance.

          K. USE OF PROCEEDS. Immediately following the receipt of the
Share Purchase Price, Seller shall apply such purchase price to repay an
equivalent amount of indebtedness outstanding under Seller's bank credit
agreement dated July 18, 2001.

     3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:

          A. ORGANIZATION. Buyer is a limited liability company, duly
organized, validly existing and in good standing under the laws of Nevada
with all necessary corporate power and authority to execute, deliver and
perform this Agreement.

          B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Buyer.
This Agreement constitutes the legally valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.

          C. NO VIOLATION OF LAW; AGREEMENTS. The execution, delivery and
performance of this Agreement by Buyer will not violate or constitute a
breach or default (whether upon lapse of time or the occurrence of any act
or event or otherwise) under (i) the charter documents or bylaws of Buyer,
(ii) any law to which Buyer is subject, which breach, default or violation
would have a material adverse effect on Buyer's ability to perform its
obligations under this Agreement, or (iii) any agreement to which Buyer is
a party, which breach, default or violation would have a material adverse
effect on Buyer's ability to perform its obligations under this Agreement.

          D. INVESTMENT INTENT. Buyer is purchasing the Preferred Shares
solely for its own account, for investment purposes only and not with a
view to the distribution thereof in violation of the Securities Act of
1933, as amended (the "Securities Act"), or any applicable state securities
law, and Buyer has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its
investment represented by its purchase of such Preferred Shares. Buyer
acknowledges that such Preferred Shares have not been and prior to issuance
will not be registered under the Securities Act or any other securities law
and may not be sold, and Buyer hereby covenants that such Preferred Shares
will not be sold, in whole or in part, in the United States of America
except pursuant to a registration statement effective under the Securities
Act or pursuant to an exemption from registration under the Securities Act,
and in compliance with all other applicable securities laws.

          E. ACCREDITED INVESTOR. Buyer is an accredited investor within
the definition set forth in Rule 501(a) of the regulations promulgated by
the SEC pursuant to the Securities Act.

     4.   CONTINUING COVENANTS.

          A. REGISTRATION RIGHTS. The parties agree and acknowledge that
the Class A Shares into which the Preferred Shares are convertible (the
"Conversion Shares") will be subject to the terms and conditions of the
Registration Rights Agreement (the "Registration Rights Agreement") dated
October 2, 1996 by and among Seller, Buyer and various other parties set
forth therein. The parties further agree that for the purposes of the
Registration Rights Agreement the Class A Shares will be deemed Common
Stock held by the Televisa Holders.

          B. HSR ACT MATTERS. Seller and Buyer will as promptly as
practicable, file with the United States Federal Trade Commission (the
"FTC") and the United States Department of Justice (the "DOJ") (i) the
notification and report form, if any, required for the transactions
contemplated by this Agreement, including without limitation the conversion
of the Preferred Shares, and (ii) any supplemental information requested in
connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the
"HSR Act"). Seller and Buyer will use commercially reasonable efforts to
take all such actions, such that the waiting period specified in the HSR
Act will expire or be satisfied as soon as reasonably possible.

          C. RESTRICTION ON TRANSFERS. Buyer will not sell, assign, convey
or otherwise transfer the Preferred Shares without the prior written
consent of the Seller except in connection with an acquisition, share
repurchase, redemption, merger, reorganization or similar transaction in
which all of the holders of Buyer's Class A Common Stock are entitled to
participate or as permitted by Section 5B below.

     5.   GENERAL.

          A. SURVIVAL. The representations, warranties and agreements in
this Agreement will survive any investigation made by either party, and the
execution of this Agreement.

          B. NO ASSIGNMENT. Neither party may assign this Agreement without
the prior written consent of the other party; provided, that Buyer may
assign its rights to any direct or indirect wholly-owned subsidiaries of
Grupo Televisa S.A.; provided, further, that any such assignment shall not
relieve Buyer of its obligations hereunder.

          C. BINDING EFFECT; PARTIES IN INTEREST. This Agreement is binding
on and benefits only the parties and their respective permitted successors
and assigns. Nothing in this Agreement gives any rights or remedies to any
person other than the parties and their respective permitted successors and
assigns, nor does anything in this Agreement relieve or discharge any
obligation or liability of any third person to either party. No provision
of this Agreement gives any third person any right of subrogation or action
over or against either party to this Agreement.

          D. COMPLETE AGREEMENT. This Agreement, including the documents
attached to this Agreement as Exhibits, is the complete and exclusive
statement of agreement of the parties as to matters covered by it. It
replaces and supersedes all prior written or oral agreements or statements
by and among the parties with respect to the matters covered by it. No
representation, statement, condition or warranty not contained in this
Agreement is binding on the parties.

          E. AMENDMENTS; WAIVERS. Any amendment to this Agreement requires
the approval of both parties. Any waiver of any right or remedy requires
the consent of the party waiving it. Every amendment or waiver must be in
writing and designated as an amendment or waiver, as appropriate. No
failure by either party to insist on the strict performance of any
provision of this Agreement, or to exercise any right or remedy, will be
deemed a waiver of such performance, right or remedy, or of any other
provision of this Agreement.

          F. INTERPRETATION. If any claim is made by a party relating to
any conflict, omission or ambiguity in the provisions of this Agreement, no
presumption or burden of proof or persuasion will be implied because this
Agreement was prepared by or at the request of either party or its counsel.
The parties waive any statute or rule of law to the contrary.

          G. ATTORNEYS' FEES AND COSTS. If any legal action or other
proceeding is brought to enforce or interpret this Agreement or matters
relating to it, the substantially prevailing party will be entitled to
recover from the other party reasonable attorneys' fees and other costs
incurred in such action or proceeding, in addition to any other relief to
which the prevailing party is entitled.

          H. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of California without
regard to its rules of conflict of laws.

          I. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties
irrevocably submits to the jurisdiction of any California State or United
States Federal court sitting in Los Angeles County in any action or
proceeding arising out of our relating to this Agreement or the
transactions contemplated hereby, and irrevocably agrees that any such
action or proceeding may be heard and determined only in such California
State or Federal court. Each of the parties irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. Each of the
parties irrevocably appoints CT Corporation System (the "Process Agent"),
with an office on the date hereof at 818 West 7th Street, Los Angeles, CA
90017 as its agent to receive on behalf of it and its property service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding. Such service may be made by
delivering a copy of such process to any of the parties in care of the
Process Agent at the Process Agent's above address, and each of the parties
irrevocably authorizes and directs the Process Agent to accept such service
on its behalf. As an alternate method of service, each of the parties
consents to the service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding by
personally delivering of a copy of such process to such party at its
address specified in or pursuant to Section 5.M. Each of the parties agrees
that a final judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.

          J. ENFORCEMENT OF AGREEMENT. The parties agree that irreparable
damage would occur if any of the provisions of this Agreement were not
performed in accordance with its specific terms or as otherwise breached.
It is accordingly agreed that the parties will be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any California
court, this being in addition to any other remedy to which they are
entitled at law or in equity. In any such action for specific performance,
no party will be required to post a bond.

          K. COUNTERPARTS. This Agreement and any amendment hereto or any
other agreement (or document) delivered pursuant hereto may be executed in
one or more counterparts, each of which will be deemed an original and all
of them will constitute one agreement. A facsimile signature page will be
deemed an original signature page.

          L. HEADINGS. The headings in this Agreement are only for
convenience and ease of reference and are not to be considered in
construction or interpretation.

          M. NOTICES. Any notice required to be given hereunder will be
sufficient if in writing, and sent by facsimile transmission and by courier
service (with proof of service), hand delivery or certified or registered
mail (return receipt requested and first-class postage prepaid), addressed
as follows:

If to Buyer:                            If to Seller:

Fonovisa L.L.C.                         Univision Communications Inc.
[address]                               1999 Avenue of the Stars, Suite 3050
                                        Los Angeles, California 90067
                                        Attn: C. Douglas Kranwinkle
                                        Telecopier: (310) 556-3568

With copies to:                         With a copy to:

Grupo Televisa, S.A.                    O'Melveny & Myers LLP
Av. Vasco de Quiroga No. 2000           1999 Avenue of the Stars, Suite 700
Edificio A, Piso 4, Colonia Santa Fe    Los Angeles, CA 90067
01210, Mexico, DF                       Attention: Kendall R. Bishop
Attention: Alfonso de Angoitia          Telecopier No.: (310) 246-6779
Telecopier: 011-52-55-5-261-2451

Fried, Frank, Harris, Shriver
  & Jacobson
One New York Plaza
New York, New York 10004
Attention: Joseph Stern
Telecopier: (212) 859-8589

or to such other address as either party specifies by written notice so
given, and such notice will be deemed to have been delivered as of the date
so telecommunicated, personally delivered or mailed.

          N. FURTHER ASSURANCES. Each party will execute and deliver, both
before and after the Closing, such further certificates, agreements and
other documents and take such other actions as the other party may
reasonably request to consummate or implement the transactions contemplated
by this Agreement or to evidence such events or matters, including the
execution and delivery of such assignment and transfer documents as either
party may deem necessary or desirable.

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and
year first above written.

                                BUYER:

                                FONOVISA L.L.C.


                                By:
                                   -------------------------------
                                   Name:
                                   Title:


                                SELLER:

                                UNIVISION COMMUNICATIONS INC.


                                By:
                                   -------------------------------
                                   Name:
                                   Title:


<PAGE>

                                 EXHIBIT A

                       UNIVISION COMMUNICATIONS INC.
                          WIRE INSTRUCTIONS (UTG)


Bank Name:      [Redacted]






Account Name:   [Redacted]





Bank Account #: [Redacted]

ABA #:          [Redacted]

<PAGE>

                                 EXHIBIT B

                          FORM OF PREFERRED SHARES

<PAGE>

                                 EXHIBIT C

                         CERTIFICATE OF DESIGNATION
                                    OF
              SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                    OF
                      UNIVISION COMMUNICATIONS INC.,
                          A DELAWARE CORPORATION

          PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                         OF THE STATE OF DELAWARE

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


          The undersigned certify that:

     1. They are the duly elected and acting President and Secretary,
respectively, of Univision Communications Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation").

     2. Pursuant to authority given by the Corporation's Certificate of
Incorporation, the Board of Directors of the Corporation has duly adopted
the following recitals and resolutions:

          WHEREAS, the Certificate of Incorporation of the Corporation
     provides for a class of shares known as Preferred Stock, issuable from
     time to time in one or more series;

          WHEREAS, the Board of Directors of the Corporation is authorized,
     within the limitations and restrictions stated in the Certificate of
     Incorporation, to determine or alter the rights, preferences,
     privileges, and restrictions granted to or imposed upon any wholly
     unissued series of Preferred Stock, to fix the number of shares
     constituting any such series, and to determine the designation
     thereof;

          WHEREAS, the Board of Directors of the Corporation desires,
     pursuant to its authority, to determine and fix the rights,
     preferences, privileges and restrictions of a certain series of
     Preferred Stock and the number of shares constituting and the
     designation of the series;

          NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
     the Corporation hereby establishes a series of the authorized
     preferred stock of the Corporation, $.01 par value per share, which
     series will be designated as "Series B Convertible Redeemable
     Preferred Stock," and which will consist of 375,000 shares (the
     "Preferred Shares") and will have the following rights, preferences,
     privileges and restrictions:

          A. Dividends and Distributions. The holders of Preferred Shares
will be entitled to participate with the holders of Common Stock with
respect to any dividend declared on, or other distribution in respect of,
the Common Stock in proportion to the number of shares of Common Stock
issuable upon conversion of the shares of the Preferred Shares held by
them, and such dividend or other distribution will be paid at the same time
as the dividend on, or other distribution in respect of, the Common Stock.

          B. Voting. Except as otherwise provided by law, the holder(s) of
Preferred Shares will have no right to vote on any matters, questions or
proceedings of the Corporation.

          C. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution will be made
to the holders of shares of Common Stock or of any other stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Preferred Shares unless, prior thereto, the holders of Preferred
Shares will have received payment by the Corporation in an amount equal to
$1,000 per share (the "Liquidation Value").

          D. Transferability of Preferred Shares. No person holding
Preferred Shares may transfer, and the Corporation will not register the
transfer of, any Preferred Shares, whether by sale, assignment, pledge,
encumbrance, gift, bequest, appointment or otherwise (a "transfer"), unless
the transferee will have given the Corporation 30 days prior written notice
of such transfer or, in the case of a transfer to a wholly-owned subsidiary
of a holder, one day's prior written notice of such transfer. Any purported
transfer in violation of the foregoing will be null and void. Certificates
representing Preferred Shares will, at the option of the Corporation, bear
a legend to such effect.

          E. Conversion. Upon the termination or expiration of any
applicable waiting period under the U.S. Hart-Scott-Rodino Act of 1976 (the
"HSR Act"), the Preferred Shares will automatically be converted into fully
paid and nonassessable shares of the Corporation's Class A Common Stock at
the rate of 28.252 shares of Class A Common Stock for each Preferred Share.
The Corporation will deliver certificate(s) representing the Class A Common
Stock to the holder of the Preferred Shares only upon the surrender to the
Corporation or its transfer agent for the Preferred Shares of the
certificate(s) representing the Preferred Shares. No fractional shares of
Class A Common Stock shall be issued upon conversion of the Preferred
Shares. All shares of Class A Common Stock (including fractions thereof)
issuable upon conversion of the Preferred Shares by a holder shall be
aggregated for purposes of determining whether the conversion would result
in the issuance of any fractional share. If, after the aforementioned
aggregation, the conversion would result in the issuance of any fractional
share, the Corporation shall, in lieu of issuing any fractional share, pay
cash equal to the product of such fraction multiplied by the closing price
of the Class A Common Stock on the New York Stock Exchange on the business
day prior to the date of conversion.

          F. Redemption by the Corporation. If approval under the HSR Act
is not obtained by June 30, 2002, the Corporation will, at the election of
the holder of the Preferred Shares upon written notice to the Corporation
(provided that such notice is received by the Corporation not later than 30
days following June 30, 2002), redeem all of the outstanding Preferred
Shares within 30 days following the Corporation's receipt of any such
notice of election by paying in cash for each such Preferred Share a price
equal to (i) the Liquidation Value plus (ii) interest at a rate equal to
the LIBOR rate on the date the payment was due plus 125 basis points
(calculated on a 360-day year and the actual number of days the Preferred
Shares have been outstanding). On and after such date of redemption, the
holder of the Preferred Shares, upon surrender to the Corporation or its
transfer agent for the Preferred Shares of the certificate(s) representing
the Preferred Shares properly endorsed in blank or accompanied by a proper
instrument of assignment or transfer in blank, will be entitled to receive
payment of the redemption price by wire transfer. Notwithstanding the
foregoing, if approval under the HSR Act is obtained after June 30, 2001
but before the date of redemption, then the Preferred Shares will
automatically be converted into fully paid and nonassessable shares of the
Corporation's Class A Common Stock in accordance with Section E hereof.

          G. Reacquired Shares. Any Preferred Shares redeemed or which will
have been converted will be retired and cancelled promptly after the
acquisition thereof. All such shares will upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other certificate of designation creating a series
of Preferred Stock or any similar stock or as otherwise required by law.

          H. Anti-Dilution Provisions. In addition to the provision set
forth in Section A above, if any of the following events occurs at any time
prior to the conversion of the Preferred Shares into shares of Class A
Common Stock, then the Preferred Shares shall be adjusted as described
below:

               (i) Redemptions and Repurchases. If at any time there is a
     pro rata redemption or repurchase of the Class A Common Stock, each
     holder of Preferred Shares shall be entitled to participate in such
     redemption or repurchase in respect of such holder's Preferred Shares
     on the same terms and conditions and for the same consideration as
     would have been applicable had such holder converted such holder's
     Preferred Shares prior to the redemption or repurchase.

               (ii) Stock Subdivisions or Stock Consolidations. If at any
     time the outstanding shares of Class A Common Stock, Class P Common
     Stock, Class T Common Stock, and Class V Common Stock are subdivided
     into a greater number of shares, whether by stock split, stock
     dividend or otherwise, then the number of shares of Common Stock into
     which each Preferred Share is convertible will be increased
     proportionately. Conversely, if at any time the outstanding shares of
     Class A Common Stock, Class P Common Stock, Class T Common Stock, and
     Class V Common Stock are consolidated into a smaller number of shares,
     then the number of shares of Common Stock into which each Preferred
     Share is convertible will be reduced proportionately. Each adjustment
     to the number of shares of Common Stock into which each Preferred
     Share is convertible shall be effective on the record date, or if
     there is no record date the effective date for such subdivision or
     consolidation.

               (iii) Consolidation, Merger or Sale of Assets. If the
     Corporation shall at any time (a) consolidate with or merge into
     another corporation or (b) merge with another corporation and be the
     surviving corporation in such merger, and in connection therewith all
     or part of the Class T Common Stock or Class A Common Stock shall be
     changed into or exchanged for securities of any other entity or cash
     or other property, the holders of the Preferred Shares will thereafter
     receive, subject only to the termination or expiration of any
     applicable waiting period under the HSR Act, the securities, cash or
     other property that such holders would have received upon such
     consolidation or merger had such holders converted the entirety of
     their outstanding Preferred Shares into shares of Common Stock prior
     to such consolidation or merger, and the Corporation shall take such
     steps in connection with such consolidation or merger as may be
     necessary to assure that the provisions thereof shall thereafter be
     applicable, as nearly as reasonably may be, in relation to any
     securities or property thereafter deliverable upon conversion of such
     Preferred Shares. A sale of all or substantially all the assets of the
     Corporation for a consideration (apart from the assumption of
     obligations) consisting primarily of securities shall be deemed a
     consolidation or merger for the foregoing purposes. The provisions of
     this Section H(ii) similarly shall apply to successive mergers or
     consolidations or sales or other transfers.

               (iv) Notices. When any adjustments are required to be made
     under this Section H, the Corporation shall as promptly as practicable
     (i) determine such adjustments, (ii) prepare a statement describing in
     reasonable detail the method used in arriving at the adjustment and
     setting forth the calculation thereof, and (iii) cause a copy of such
     statement to be mailed to each holder of the Preferred Shares.

               (v) Computations and Adjustments. Upon each computation of
     an adjustment under this Section H, the number of Common Shares shall
     be calculated to the nearest whole share (i.e., fractions of less than
     one-half shall be disregarded and fractions of one-half or greater
     shall be treated as being the next greater integer). However, the
     fractional amount shall be used in calculating any future adjustments.

          RESOLVED FURTHER, that the officers of the Corporation be, and
     each of them hereby is, authorized and empowered on behalf of the
     Corporation to execute, verify and file a certificate of designation
     of preferences in accordance with Delaware law.

     3. The authorized number of shares of Preferred Stock of the
Corporation is 10,000,000 shares, and the number of shares constituting
Convertible Redeemable Preferred Stock is 375,000 (including the Series B
Convertible Preferred Stock).

          IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Designation as of December __, 2001.


                                -----------------------------------
                                           , President
                                -----------


                                -----------------------------------
                                           , Secretary
                                -----------

<PAGE>

                               VERIFICATION


          The undersigned,                 , the President and Secretary,
respectively, of Univision Communications Inc., a Delaware corporation,
each declares under penalty of perjury that the matters set out in the
foregoing Certificate of Designation are true of their own knowledge.

          Executed at Los Angeles, California, on December __, 2001.


                                -----------------------------------
                                           , President
                                -----------


                                -----------------------------------
                                           , Secretary
                                -----------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex_2.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
                        WARRANT PURCHASE AGREEMENT

          This Warrant Purchase Agreement (the "Agreement") is entered into
as of December 19, 2001, by and between Grupo Televisa, S.A., a corporation
organized under the laws of Mexico ("Buyer"), and Univision Communications
Inc., a Delaware corporation ("Seller").

          WHEREAS, Buyer has indicated it desires to purchase a Warrant
(the "Warrant") to purchase shares of Seller's Class A Common Stock (the
"Class A Shares");

          WHEREAS, Seller is willing to sell such Warrant to Buyer;

          NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, the parties agree as follows:

     1. PURCHASE AND SALE OF STOCK. In consideration of the surrender by
Buyer of certain governance rights under Seller's charter documents, Seller
hereby sells to Buyer and Buyer hereby purchases from Seller the Warrant to
purchase an aggregate of 9,000,000 Class A Shares (collectively, the
"Warrant Shares"). A form of the Warrant is attached hereto as Exhibit A.

     2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:

          A. ORGANIZATION. Seller is a corporation duly organized, validly
existing and in good standing under the laws of Delaware with all necessary
corporate power and authority to execute, deliver and perform this
Agreement.

          B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Seller.
This Agreement constitutes the legally valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.

          C. NO VIOLATION. Neither the Seller nor any of its subsidiaries
is (i) in violation of its charter or bylaws or (ii) in breach or default
in the performance or observance of any material agreement to which it is a
party or by which it is bound, except as disclosed in the Public Filings
(as defined below) and except for such breaches or defaults that would not
have a material adverse effect on (x) the condition (financial or
otherwise), earnings, business affairs or business prospects of Seller and
its subsidiaries, taken as a whole, or (y) Seller's ability to perform its
obligations under this Agreement (a "Material Adverse Effect"). The
execution, delivery and performance of this Agreement by Seller, the
conversion of the Preferred Shares and the exercise of the Warrant will not
violate or constitute a breach or default (whether upon lapse of time or
the occurrence of any act or event or otherwise) under (a) the charter
documents or bylaws of Seller or any of its subsidiaries, (b) any law to
which Seller or any of its subsidiaries is subject, which breach, default
or violation would have a Material Adverse Effect or (c) any material
agreement to which Seller or any of its subsidiaries is a party or is
bound, which breach, default or violation would have a Material Adverse
Effect.

          D. NO REGISTRATION. The execution, delivery and performance of
this Agreement by Seller and the transactions contemplated hereby, other
than the exercise of the Warrant, which require a filing under the HSR Act
(as defined below) and could require approval from the Federal
Communication Commission, will not require filing or registration with, or
the issuance of any permit by, or receipt of any approval or other consent
from, any person or entity.

          E. PUBLIC DOCUMENTS. Since December 31, 2000, Seller has filed
with the U.S. Securities and Exchange Commission (the "SEC") all reports,
proxy materials and registration statements required to be filed by it
pursuant to the U.S. federal securities laws and has made all other filings
required to be made by it with the SEC (collectively, the "Public
Filings"). None of the Public Filings contains an untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, in each
such case as of its filing date, mailing date or effective date, as the
case may be. Since the date of the filing with the SEC of Seller's most
recent Form 10Q, there has not been (A) any material adverse change, or any
development involving a prospective material adverse change, in the
condition (financial or otherwise), earnings, business affairs or business
prospects of Seller and its subsidiaries, taken as a whole, whether or not
arising in the ordinary course of business, (B) any transaction entered
into by Seller or its subsidiaries, other than in the ordinary course of
business, that is material to Seller and its subsidiaries, taken as a
whole, (C) any dividend or other obligation declared, paid or made by
Seller on its capital stock or (D) any incurrence by Seller or its
subsidiaries of any material liability or obligation, direct or contingent.

          F. FINANCIAL STATEMENTS. The consolidated financial statements
included in or incorporated by reference into the Public Filings, together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the
Seller and its subsidiaries on the basis stated therein at the respective
dates or for the respective periods to which they apply, and such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein.

          G. OWNERSHIP. The Warrant upon issuance, and the Warrant Shares
upon issuance in accordance with the terms of the Warrant, will be duly
authorized, validly issued and outstanding and fully paid and
nonassessable. Except as set forth in the Public Filings, Seller has not
entered into any outstanding contracts or other rights to subscribe for or
purchase, or contracts or other obligations to issue or grant any rights to
acquire, any capital of Seller, or to restructure or recapitalize Seller,
and, to Seller's knowledge, there are no outstanding contracts to
repurchase, redeem or otherwise acquire any capital stock of Seller.

          H. RESERVATION OF SHARES. Seller has reserved a sufficient number
of shares of Class A Common Stock for issuance to Holder upon exercise in
full of the Warrant.

          I. LISTING ON THE NEW YORK STOCK EXCHANGE ("NYSE"). The Warrant
Shares have been, or by December 31, 2001 will be, approved for listing on
the NYSE, subject only to official notice of issuance.

     3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:

          A. ORGANIZATION. Buyer is a limited liability company, duly
organized, validly existing and in good standing under the laws of Nevada
with all necessary corporate power and authority to execute, deliver and
perform this Agreement.

          B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Buyer.
This Agreement constitutes the legally valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.

          C. NO VIOLATION OF LAW; AGREEMENTS. The execution, delivery and
performance of this Agreement by Buyer will not violate or constitute a
breach or default (whether upon lapse of time or the occurrence of any act
or event or otherwise) under (i) the charter documents or bylaws of Buyer,
(ii) any law to which Buyer is subject, which breach, default or violation
would have a material adverse effect on Buyer's ability to perform its
obligations under this Agreement, or (iii) any agreement to which Buyer is
a party, which breach, default or violation would have a material adverse
effect on Buyer's ability to perform its obligations under this Agreement.

          D. INVESTMENT INTENT. Buyer is purchasing the Warrant and if
Buyer exercises the Warrant, the Warrant Shares, solely for its own
account, for investment purposes only and not with a view to the
distribution thereof in violation of the Securities Act of 1933, as amended
(the "Securities Act"), or any applicable state securities law, and Buyer
has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of its investment represented
by its purchase of the Warrant and the Warrant Shares. Buyer acknowledges
that the Warrant and the Warrant Shares have not been and prior to issuance
will not be registered under the Securities Act or any other securities law
and may not be sold, and Buyer hereby covenants that the Warrant and the
Warrant Shares will not be sold, in whole or in part, in the United States
of America except pursuant to a registration statement effective under the
Securities Act or pursuant to an exemption from registration under the
Securities Act, and in compliance with all other applicable securities
laws.

          E. ACCREDITED INVESTOR. Buyer is an accredited investor within
the definition set forth in Rule 501(a) of the regulations promulgated by
the SEC pursuant to the Securities Act.

     4.   CONTINUING COVENANTS.

          A. REGISTRATION RIGHTS. The parties agree and acknowledge that
the Class A Shares which are issuable upon exercise of the Warrant will be
subject to the terms and conditions of the Registration Rights Agreement
(the "Registration Rights Agreement") dated October 2, 1996 by and among
Seller, Buyer and various other parties set forth therein. The parties
further agree that for the purposes of the Registration Rights Agreement
the Class A Shares will be deemed Common Stock held by the Televisa
Holders.

          B. HSR ACT MATTERS. Seller and Buyer will as promptly as
practicable, file with the United States Federal Trade Commission (the
"FTC") and the United States Department of Justice (the "DOJ") (i) the
notification and report form, if any, required for the transactions
contemplated by this Agreement, including without limitation any exercise
by Buyer of the Warrant, and (ii) any supplemental information requested in
connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the
"HSR Act"). Seller and Buyer will use commercially reasonable efforts to
take all such actions, such that the waiting period specified in the HSR
Act will expire or be satisfied as soon as reasonably possible. Prior to
such expiration or satisfaction, Buyer agrees not to exercise the Warrant
in whole or in part.

     5.   GENERAL.

          A. SURVIVAL. The representations, warranties and agreements in
this Agreement will survive any investigation made by either party, and the
execution of this Agreement.

          B. NO ASSIGNMENT. Neither party may assign this Agreement without
the prior written consent of the other party; provided, that Buyer may
assign its rights to any direct or indirect wholly-owned subsidiaries of
Grupo Televisa S.A.

          C. BINDING EFFECT; PARTIES IN INTEREST. This Agreement is binding
on and benefits only the parties and their respective permitted successors
and assigns. Nothing in this Agreement gives any rights or remedies to any
person other than the parties and their respective permitted successors and
assigns, nor does anything in this Agreement relieve or discharge any
obligation or liability of any third person to either party. No provision
of this Agreement gives any third person any right of subrogation or action
over or against either party to this Agreement.

          D. COMPLETE AGREEMENT. This Agreement, including the documents
attached to this Agreement as Exhibits, is the complete and exclusive
statement of agreement of the parties as to matters covered by it. It
replaces and supersedes all prior written or oral agreements or statements
by and among the parties with respect to the matters covered by it. No
representation, statement, condition or warranty not contained in this
Agreement is binding on the parties.

          E. AMENDMENTS; WAIVERS. Any amendment to this Agreement requires
the approval of both parties. Any waiver of any right or remedy requires
the consent of the party waiving it. Every amendment or waiver must be in
writing and designated as an amendment or waiver, as appropriate. No
failure by either party to insist on the strict performance of any
provision of this Agreement, or to exercise any right or remedy, will be
deemed a waiver of such performance, right or remedy, or of any other
provision of this Agreement.

          F. INTERPRETATION. If any claim is made by a party relating to
any conflict, omission or ambiguity in the provisions of this Agreement, no
presumption or burden of proof or persuasion will be implied because this
Agreement was prepared by or at the request of either party or its counsel.
The parties waive any statute or rule of law to the contrary.

          G. ATTORNEYS' FEES AND COSTS. If any legal action or other
proceeding is brought to enforce or interpret this Agreement or matters
relating to it, the substantially prevailing party will be entitled to
recover from the other party reasonable attorneys' fees and other costs
incurred in such action or proceeding, in addition to any other relief to
which the prevailing party is entitled.

          H. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of California without
regard to its rules of conflict of laws.

          I. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties
irrevocably submits to the jurisdiction of any California State or United
States Federal court sitting in Los Angeles County in any action or
proceeding arising out of our relating to this Agreement or the
transactions contemplated hereby, and irrevocably agrees that any such
action or proceeding may be heard and determined only in such California
State or Federal court. Each of the parties irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. Each of the
parties irrevocably appoints CT Corporation System (the "Process Agent"),
with an office on the date hereof at 818 West 7th Street, Los Angeles, CA
90017 as its agent to receive on behalf of it and its property service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding. Such service may be made by
delivering a copy of such process to any of the parties in care of the
Process Agent at the Process Agent's above address, and each of the parties
irrevocably authorizes and directs the Process Agent to accept such service
on its behalf. As an alternate method of service, each of the parties
consents to the service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding by
personally delivering of a copy of such process to such party at its
address specified in or pursuant to Section 5.M. Each of the parties agrees
that a final judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.

          J. ENFORCEMENT OF AGREEMENT. The parties agree that irreparable
damage would occur if any of the provisions of this Agreement were not
performed in accordance with its specific terms or as otherwise breached.
It is accordingly agreed that the parties will be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any California
court, this being in addition to any other remedy to which they are
entitled at law or in equity. In any such action for specific performance,
no party will be required to post a bond.

          K. COUNTERPARTS. This Agreement and any amendment hereto or any
other agreement (or document) delivered pursuant hereto may be executed in
one or more counterparts, each of which will be deemed an original and all
of them will constitute one agreement. A facsimile signature page will be
deemed an original signature page.

          L. HEADINGS. The headings in this Agreement are only for
convenience and ease of reference and are not to be considered in
construction or interpretation.

          M. NOTICES. Any notice required to be given hereunder will be
sufficient if in writing, and sent by facsimile transmission and by courier
service (with proof of service), hand delivery or certified or registered
mail (return receipt requested and first-class postage prepaid), addressed
as follows:

If to Buyer:                            If to Seller:

Grupo Televisa, S.A.                    Univision Communications Inc.
Av. Vasco de Quiroga No. 2000           1999 Avenue of the Stars, Suite 3050
Edificio A, Piso 4, Colonia Santa Fe    Los Angeles, California 90067
01210, Mexico, DF                       Attn: C. Douglas Kranwinkle
Attention: Alfonso de Angoitia          Telecopier: (310) 556-3568
Telecopier: 011-52-55-5-261-2451
                                        With a copy to:
Fried, Frank, Harris, Shriver
  & Jacobson                            O'Melveny & Myers LLP
One New York Plaza                      1999 Avenue of the Stars, Suite 700
New York, New York 10004                Los Angeles, CA 90067
Attention: Joseph Stern                 Attention: Kendall R. Bishop
Telecopier: (212) 859-8586              Telecopier No.: (310) 246-6779

or to such other address as either party specifies by written
notice so given, and such notice will be deemed to have been delivered as
of the date so telecommunicated, personally delivered or mailed.

          N. FURTHER ASSURANCES. Each party will execute and deliver, both
before and after the Closing, such further certificates, agreements and
other documents and take such other actions as the other party may
reasonably request to consummate or implement the transactions contemplated
by this Agreement or to evidence such events or matters, including the
execution and delivery of such assignment and transfer documents as either
party may deem necessary or desirable.

<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and
year first above written.

                                BUYER:

                                GRUPO TELEVISA, S.A.


                                By:
                                   -------------------------------
                                   Name:
                                   Title:


                                SELLER:

                                UNIVISION COMMUNICATIONS INC.


                                By:
                                   -------------------------------
                                   Name:
                                   Title:


<PAGE>

                                 EXHIBIT A


THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR REGISTERED OR QUALIFIED UNDER ANY STATE  SECURITIES LAWS. THIS
WARRANT MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED OR HYPOTHECATED  UNLESS THE
PROPOSED  TRANSACTION DOES NOT REQUIRE  REGISTRATION OR QUALIFICATION UNDER
APPLICABLE FEDERAL OR STATE SECURITIES LAWS.






                                  WARRANT

                        TO PURCHASE COMMON STOCK OF

                       UNIVISION COMMUNICATIONS INC.,
                           A DELAWARE CORPORATION

          THIS IS TO CERTIFY THAT: [                     ], or registered
transferees (the "Holder") is entitled to purchase from Univision
Communications Inc., a Delaware corporation (the "Company"), at any time
and from time to time on and after the date hereof and prior to the
Expiration Date an aggregate of 9,000,000 shares of Class A Common Stock at
a purchase price of $38.261 per share, all on the terms and conditions and
subject to the adjustments provided for in this warrant (the "Warrant").

          SECTION 1. CERTAIN DEFINITIONS. As used in this Warrant, unless
the context otherwise requires:

          "Affiliate" means, with respect to a specified Person, any other
Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For purposes of this
definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

          "Business Day" means any day on which commercial banks are not
authorized or required to close in Los Angeles, California.

          "Class A Common Stock" means the Company's authorized Class A
Common Stock, par value $.01 per share.

          "Class P Common Stock" means the Company's authorized Class P
Common Stock, par value $.01 per share.

          "Class T Common Stock" means the Company's authorized Class T
Common Stock, par value $.01 per share.

          "Class V Common Stock" means the Company's authorized Class V
Common Stock, par value $.01 per share.

          "Common Stock" means the Class A Common Stock, Class P Common
Stock, Class T Common Stock and Class V Common Stock.

          "Communications Act" means the Federal Communications Act of
1934, as amended, or any other similar Federal statute, and the rules and
regulations of the Federal Communications Commission promulgated
thereunder.

          "Exercise Price" means, on the date hereof, the purchase price
per share as set forth on the first page of this Warrant and thereafter
shall mean such amount as adjusted pursuant to Section 4.

          "Expiration Date" means December 17, 2017.

          "Market Price" means the average of the daily closing prices per
share for the 30 consecutive trading days before the date in question. The
closing price for each day will be the last sales price regular way or, if
no such sale takes place on such day, the average of the closing bid and
ask prices regular way on the New York Stock Exchange.

          "Person" means a corporation, an association, a trust, a
partnership, a joint venture, an organization, a business, an individual, a
government or political subdivision thereof or a governmental body.

          "Securities Act" means the Securities Act of 1933, as amended, or
any similar Federal statute, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, all as the same
shall be in effect at the time.

          "Warrant Shares" at any time means the shares of Class A Common
Stock then purchasable by the Holder upon the exercise of this Warrant.

          SECTION 2. EXERCISE OF WARRANT.
                     -------------------

               2.1 Conditions of Exercise. The Holder may at any time on
and after the date hereof exercise this Warrant in whole or in part from
time to time, for the number of Warrant Shares which the Holder is then
entitled to purchase hereunder; provided, however, that this Warrant may
not be exercised unless at the time of such exercise all of the following
conditions are met:

          (a) it is lawful at the time of exercise for the Holder to own
          the number of shares of Common Stock which the Holder would own
          upon such exercise of this Warrant, and the exercise of this
          Warrant and such Holder's acquisition of such Common Stock
          hereunder does not violate the Communications Act or other
          applicable law, rule or regulation;

          (b) the Company has received such evidence as it may reasonably
          request confirming the foregoing, including, without limitation,
          an opinion in form and substance, and from counsel, reasonably
          satisfactory to the Company and, if the Company requests, an
          agreement from the Holder reasonably satisfactory to the Company
          indemnifying the Company against losses in the event the exercise
          of this Warrant violates the Communications Act; and

          (c) any required approval from the Federal Communications
          Commission has been received.

          In the event that the Company declines to permit the exercise of
this Warrant because it believes that paragraphs (a) or (b) above have not
been satisfied and a procedure exists for obtaining a binding determination
of whether or not such exercise will cause a violation of applicable law,
including, without limitation, obtaining a declaratory ruling from the
Federal Communications Commission under Rule 1.2 of the rules promulgated
under the Communications Act (or any successor rule), then at the request
of the Holder or the Company, the Company and the Holder will use
reasonable efforts to obtain such determination. Any such efforts shall be
at the expense of the Holder, unless the Company is unreasonable in
refusing to rely on the assurances provided pursuant to paragraph (b), in
which case such efforts shall be at the expense of the Company.

          2.2 Method of Exercise. The Holder may exercise this Warrant in
whole or in part by delivering to the Company (i) a written notice of the
Holder's election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the
evidence and agreement requested by the Company referred to in Section
2.1(b) above and (iv) an amount equal to the product of the Exercise Price,
as adjusted, and the number of Warrant Shares being purchased pursuant to
the exercise of this Warrant in the form of a cashiers' check or wire
transfer. The Holder may also exercise this Warrant, in whole or in part,
in a "cashless" exercise, upon delivery to the Company of (i) this Warrant
and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless
exercise, the right to purchase each Warrant Share may be exchanged for
that number of shares of Common Stock determined by multiplying the number
one (1) by a fraction, the numerator of which will be the difference
between (y) the then current Market Price and (z) the Exercise Price, and
the denominator of which will be the then current Market Price.

          2.3 Issuance of Warrant Shares. Upon the Holder's exercise of
this Warrant, the Company shall issue the Warrant Shares so purchased to
the Holder and within two Business Days shall cause to be executed and
delivered to the Holder a certificate or certificates representing the
aggregate number of fully-paid and nonassessable shares of Common Stock
issuable upon such exercise. The stock certificate or certificates for
Warrant Shares so delivered shall be in such denominations as may be
specified in such notice and shall be registered in the name of the Holder.
Such certificate or certificates shall be deemed to have been issued and
the Holder shall be deemed to have become a holder of record of such Common
Stock, with the right, to the extent permitted by law, to vote such Common
Stock or to consent or to receive notice as a stockholder, as of the close
of business on the date all of the conditions referred to in Section 2.1
are satisfied (including, without limitation, the obtaining of any
requested declaratory ruling from the Federal Communications Commission)
and all of the items specified in Section 2.2 above are delivered to the
Company. If this Warrant shall have been exercised only in part the Company
shall, within two Business Days of delivery of such certificate or
certificates, deliver to the Holder either (i) a new warrant dated the date
it is issued evidencing the rights of the Holder to purchase the remaining
Warrant Shares called for by this Warrant or (ii) this Warrant bearing an
appropriate notation of such partial exercise. The Holder shall pay all
expenses, transfer taxes and other charges payable in connection with the
preparation, issuance and delivery of stock certificates under this Section 2.

          2.4 Class of Shares Issued. The Company shall issue to the Holder
shares of Class A Common Stock upon exercise of this Warrant.

          2.5 Term of Warrant. The Holder shall have the right, at any time
on or before the Expiration Date to purchase from the Company at the
Exercise Price the number of fully paid and nonassessable Warrant Shares
that the Holder may at the time be entitled to purchase on exercise of this
Warrant. After the Expiration Date, any previously unexercised portion of
this Warrant will be void, have no value and be of no further effect.

          SECTION 3. TRANSFER OF WARRANT.
                     -------------------

          3.1 Restrictions on Transfer. Subject to Section 5 hereof, this
Warrant and all Warrant Shares issued hereunder may be sold, transferred,
pledged or hypothecated (collectively, "Transferred") to any third party.
Any certificate for any Warrant Shares issued hereunder shall be stamped or
otherwise imprinted with legends in substantially the form of the legends
contained on the first page hereof.

          3.2 Mechanics of Transfers. Subject to satisfaction of the
conditions set forth in Section 3.1, this Warrant and all rights hereunder
are transferable, in whole or in part, on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the office
of the Company, together with a written assignment of this Warrant duly
executed by the Holder or its agent or attorney. Upon such surrender, the
Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denominations specified in such
instrument of assignment, and this Warrant shall promptly be canceled. This
Warrant, if properly Transferred in compliance with this Section 3, may be
exercised by an assignee for the purchase of Warrant Shares without having
a new Warrant issued.

          SECTION 4. ADJUSTMENT OF WARRANT SHARES; ANTI-DILUTION PROVISIONS.
                     ------------------------------------------------------

          If any of the following events occurs at any time hereafter prior
to the full exercise of this Warrant, then the Exercise Price and/or the
number of Warrant Shares remaining to be purchased hereunder immediately
prior to such event shall be adjusted as described below:

          4.1 Redemptions and Repurchases. If at any time there is a pro
rata (based upon the shares of Class A Common Stock or Class T Common Stock
to be redeemed or repurchased) redemption or repurchase of the Class A
Common Stock or Class T Common Stock and if either (i) the Federal
Communications Commission (or other governmental entity that replaces it)
issues a ruling, the effect of which permits the Holder to receive on a
current basis a payment as if the Warrant Shares remaining to be purchased
hereunder were outstanding or (ii) the Company obtains an unqualified
opinion from counsel specializing in federal communications law, reasonably
acceptable to the Holder, that the Holder may receive on a current basis a
payment as if the Warrant Shares remaining to be purchased hereunder were
outstanding, then the Holder can elect that the number of Warrant Shares
remaining to be purchased hereunder shall be decreased by a percentage
equal to the percentage of Class A Common Stock or Class T Common Stock so
redeemed or repurchased and upon the date of such redemption or repurchase,
the Company shall pay to the Holder an amount equal to the number of shares
by which the Warrant has been decreased multiplied by the difference, if
any, between the redemption or repurchase price and the Exercise Price for
such shares (adjusted proportionately in accordance with Section 4.2).

          4.2 Stock Subdivisions, Stock Dividends or Stock Consolidations.
If at any time the outstanding shares of Class A Common Stock, Class P
Common Stock, Class T Common Stock, and Class V Common Stock are subdivided
into a greater number of shares, whether by stock split, stock dividend or
otherwise, then the Exercise Price will be reduced proportionately and the
number of Warrant Shares remaining to be purchased hereunder, will be
increased proportionately. Conversely, if at any time the outstanding
shares of Class A Common Stock, Class P Common Stock, Class T Common Stock,
and Class V Common Stock are consolidated into a smaller number of shares,
then the Exercise Price will be increased proportionately and the number of
Warrant Shares remaining to be purchased hereunder, will be reduced
proportionately. Each adjustment to the Exercise Price and the number of
Warrant Shares shall be effective on the record date, or if there is no
record date, the effective date for such subdivision or consolidation.

          4.3 Consolidation, Merger or Sale of Assets. If the Company shall
at any time (i) consolidate with or merge into another corporation or other
entity or (ii) merge with another corporation or other entity and be the
surviving corporation in such merger, and in connection therewith all or
part of the Class A Common Stock shall be changed into or exchanged for
securities of any other entity or cash or other property, the Holder of
this Warrant will thereafter receive, upon the exercise hereof in
accordance with the terms hereof, the securities, cash or other property to
which the holder of the number of shares of Common Stock then deliverable
upon the exercise of this Warrant would have received upon such
consolidation or merger, and the Company shall take such steps in
connection with such consolidation or merger as may be necessary to assure
that the provisions thereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company or the successor
corporation, as the case may be, shall execute and deliver to the Holder a
supplemental Warrant so providing. A sale of all or substantially all the
assets of the Company for a consideration (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes. The provisions of this
Section 4.3 similarly shall apply to successive mergers or consolidations
or sales or other transfers.

          4.4  Dividends.

          (a) If the Company proposes to declare a dividend on or make a
          distribution with respect to the Class A Common Stock, whether in
          cash, property or securities, the Company will deliver written
          notice of such proposed event, in reasonable detail, to the
          Holder not less than fifteen (15) days prior to the record date
          for such dividend or distribution.

          (b) If the Company declares a cash dividend on the Class A Common
          Stock and either (i) the Federal Communications Commission (or
          other governmental entity that replaces it) issues a ruling, the
          effect of which permits the Holder to receive on a current basis
          a cash dividend as if the Warrant Shares remaining to be
          purchased hereunder were outstanding or (ii) the Company obtains
          an unqualified opinion from counsel specializing in federal
          communications law, reasonably acceptable to the Holder, that the
          Holder may receive on a current basis a cash dividend as if the
          Warrant Shares remaining to be purchased hereunder were
          outstanding, then the Holder shall receive on a current basis any
          such cash dividend as if the Warrant Shares remaining to be
          purchased hereunder were outstanding.

          (c) If the Company makes a distribution of property or securities
          other than Class A Common Stock with respect to the Class A
          Common Stock and either (i) the Federal Communications Commission
          (or other governmental entity that replaces it) issues a ruling,
          the effect of which permits the Holder to receive on a current
          basis a cash dividend as if the Warrant Shares remaining to be
          purchased hereunder were outstanding or (ii) the Company obtains
          an unqualified opinion from counsel specializing in federal
          communications law, reasonably acceptable to the Holder, that the
          Holder may receive on a current basis a cash dividend as if the
          Warrant Shares remaining to be purchased hereunder were
          outstanding, then the Company shall engage an independent
          investment bank, reasonably acceptable to the Holder, to
          determine the fair market value of such property so distributed
          on each Class A Share. The Company shall pay a cash dividend in
          the manner specified in Section 4.4(b) equal to such cash amount.

          4.5 Notices. When any adjustments are required to be made under
this Section 4, the Company shall as promptly as practicable (i) determine
such adjustments, (ii) prepare a statement describing in reasonable detail
the method used in arriving at the adjustment and setting forth the
calculation thereof; and (iii) cause a copy of such statement to be mailed
to the Holder.

          4.6 Computations and Adjustments. Upon each computation of an
adjustment under this Section 4, the Exercise Price shall be computed to
the nearest 1/1000 cent and the number of Warrant Shares shall be
calculated to the nearest whole share (i.e., fractions of less than
one-half shall be disregarded and fractions of one-half or greater shall be
treated as being the next greater integer). However, the fractional amount
shall be used in calculating any future adjustments.

          SECTION 5. SECURITIES LAWS. The Holder of this Warrant, by
                     ---------------
acceptance hereof, acknowledges that this Warrant and the Warrant Shares
which may be issued pursuant thereto have not been registered under the
Securities Act, or applicable state securities laws. The Holder of this
Warrant, by acceptance hereof, represents that it is fully informed as to
the applicable limitations upon any distribution or resale of the Warrant
Shares under the Securities Act or any applicable state securities laws and
agrees not to distribute or resell any Warrant Shares if such distribution
or resale would constitute a violation of the Securities Act or any
applicable state securities laws or would cause the issuance by the Company
of the Warrant or the Warrant Shares to be in violation of the Securities
Act or any applicable state securities laws. The Holder agrees that all
certificates representing Warrant Shares will carry an appropriate legend
substantially in the form of the first legend contained on the first page
hereof. Any exercise hereof by the Holder shall constitute a representation
by the Holder that the Warrant Shares are not being acquired with the view
to, or for resale in connection with, any distribution or public offering
thereof in violation of the Securities Act or applicable state securities
laws.

          SECTION 6. NO VOTING RIGHTS. This Warrant shall not entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Company.

          SECTION 7. RESERVATION OF WARRANT SHARES. The Company has
reserved and will keep available, out of the authorized and unissued shares
of Common Stock, the full number of shares sufficient to provide for the
exercise of the rights of purchase represented by this Warrant. Upon
issuance and delivery against payment pursuant to the terms of this
Warrant, all Warrant Shares will be validly issued, fully paid and
nonassessable.

          SECTION 8. LOSS, DESTRUCTION OF WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity satisfactory to the Company or,
in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of
Common Stock.

          SECTION 9. MISCELLANEOUS PROVISIONS.
                     ------------------------

          9.1 Amendments. The terms of this Warrant may be amended, and the
observance of any term herein may be waived, but only with the written
consent of the Holder and the Company. If at any time this Warrant is split
into multiple Warrants, any consent to be given by the Holder with respect
to any amendment hereto shall be made by the Holders of Warrants
exercisable for a majority of the unissued Warrant Shares, provided that no
amendment may change the number of Warrant Shares or the Exercise Price
without the written consent of the Holders of all of the Warrants.

          9.2 Jurisdiction; Venue; Service of Process. The Company and the
Holder each irrevocably submits to the jurisdiction of any California State
or United States Federal court sitting in Los Angeles County in any action
or proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby, and irrevocably agrees that any such
action or proceeding may be heard and determined only in such California
State or Federal court. Each of the parties irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. Each of the
parties irrevocably appoints CT Corporation System (the "Process Agent"),
with an office on the date hereof at 818 West 7th Street, Los Angeles, CA
90017 as its agent to receive on behalf of it and its property service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding. Such service may be made by
delivering a copy of such process to any of the parties in care of the
Process Agent at the Process Agent's above address, and each of the parties
irrevocably authorizes and directs the Process Agent to accept such service
on its behalf. As an alternate method of service, each of the parties
consents to the service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding by the
mailing or delivering of a copy of such process to such party at its
address specified in or pursuant to Section 9.3. Each of the parties agrees
that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.

          9.3 Notices. All notices and other communications required or
permitted hereunder shall be in writing, shall be deemed duly given upon
actual receipt, and shall be delivered (a) in person, (b) by registered or
certified mail (air mail if addressed to an address outside of the country
in which mailed), postage prepaid, return receipt requested, (c) by a
generally recognized overnight courier service which provides written
acknowledgement by the addressee of receipt, or (d) by facsimile or other
generally accepted means of electronic transmission (provided that a copy
of any notice delivered pursuant to this clause (d) shall also be sent
pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

                        1999 Avenue of the Stars, Suite 3050
                        Los Angeles, California 90067
                        Attn: C. Douglas Kranwinkle, Esq.
                        Telecopier: (310) 556-3568

                with a copy to:

                        O'Melveny & Myers
                        1999 Avenue of the Stars, Suite 700
                        Los Angeles, California 90067
                        Attn: Kendall R. Bishop, Esq.
                        Telecopier: (310) 246-6780

          (ii) If to the Holder:

                        [               ]
                        c/o Joseph Stern
                        Fried, Frank, Harris, Shriver & Jacobson
                        One New York Plaza
                        New York, New York 10004
                        Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other
parties.

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed in its name by its President or a Vice President.

Dated:

                                UNIVISION COMMUNICATIONS INC.


                                By:
                                   ----------------------------------
                                   Name:
                                   Title:


<PAGE>

                                 EXHIBIT A

                          CASHLESS EXERCISE FORM

          The undersigned Holder exercises the right to purchase _________
Warrant Shares, evidenced by the enclosed Warrant and requests that the
Company exchange the Warrant for Warrant Shares as provided in SECTION 2.2
of the Warrant. Certificate(s) for such shares are to be issued and
delivered as set forth below.

Date:
     ----------------------

                                        HOLDER


                                        By:
                                           ------------------------
                                        Its:
                                           ------------------------
Name to appear on
the stock certificate:

          ---------------------------
          (Please Print)

Address:  ---------------------------    Employer Identification Number, Social
          ---------------------------    Security Number or other identifying
                                         number:
                                                -----------------

If the foregoing exercise is not for all of the Warrant Shares purchasable
under the Warrant, please register and deliver a new Warrant for the
unexercised portion as follows:

Name:     ---------------------------
          (Please Print)

Address:  ---------------------------    Employer Identification Number, Social
          ---------------------------    Security Number or other identifying
                                         number:
                                                -----------------

Calculation of Cashless Exercise:

A = Current Market Price:---------------

B = Exercise Price:---------------------

X = Number of shares of Common Stock to be issued for each right to
    purchase one Warrant Share exchanged:
                                          ----------

                        A - B (      )
                               ------
                   1 x                    = X (         )
                       ------------------      ---------
                        A (               )
                           ---------------

Total number of Warrant Shares issuable:
                                        -------------------------------------

Total number of Warrant Shares to be issued:
                                            ---------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>jsexh4_univision.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
                          Univision Communications Inc.
                      1999 Avenue of the Stars, Suite 3050
                          Los Angeles, California 90067

                                December 19, 2001


CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
Attention:  Mr. Jaime Davila

     Re: Acquisition of Fonovisa Music Group

Gentlemen:

     This letter agreement (this "Letter Agreement") sets forth the
understanding and agreement between Univision Communications Inc. ("Buyer") and
Grupo Televisa S.A. ("Seller"), pursuant to which Buyer has agreed to purchase
(directly or through a wholly-owned subsidiary of Buyer, at Buyer's option), and
Seller has agreed to cause certain of its direct and indirect subsidiaries to
sell, all of the stock of certain indirect subsidiaries of Seller, all subject
to the terms and conditions set forth herein (the "Transactions"). The parties
agree that this Letter Agreement is legally binding, and that the consummation
of the transactions contemplated herein shall be subject only to the conditions
expressly set forth in this Letter Agreement.

     The parties hereto hereby agree as follows:

     1. PURCHASE AND SALE. Subject to the terms and conditions of this Letter
Agreement, at the Closing Seller shall cause certain of its direct and indirect
subsidiaries to sell and transfer to Buyer, and Buyer shall purchase from such
subsidiaries of Seller, all of the capital stock (the "Stock") of Fonovisa S.A.
de C.V., a Mexican Corporation, Fonovisa de Centroamerica S.A., a Costa Rican
Corporation, Fonovisa Inc., a Delaware Corporation, and America Musical S.A., a
Mexican Corporation (each a "Company" and collectively, the "Companies").

     2. PURCHASE PRICE; ALLOCATION.

     (a) The aggregate purchase price for the Stock (the "Purchase Price") shall
be 6,000,000 shares of Buyer's Class A Common Stock (the "Class A Shares") and
100,000 warrants to purchase Class A Common Stock on the terms set forth in the
form of warrant attached hereto as Exhibit A (the "Warrants").

     (b) Ninety percent (90%) of the Class A Shares and of the Warrants shall be
allocated to the stock of Fonovisa, Inc. and the remainder shall be allocated to
the stock of the other Companies proportionately, based upon their relative
revenues.

     3. CLOSING.

     (a) Subject to the satisfaction or waiver of the conditions set forth in
Section 4 hereof, the closing of the purchase and sale of the Stock (the
"Closing") shall occur at the offices of Buyer's counsel at 1999 Avenue of the
Stars, Suite 700, Los Angeles, California on the tenth (10th) business day
following the satisfaction of the condition set forth in Section 4(a)(i), or at
such other time and place as the parties mutually agree in writing (the date on
which the Closing shall occur, the "Closing Date").

     (b) At the Closing, Seller shall cause its subsidiaries to sell, assign and
transfer to Buyer, and Buyer shall purchase from such subsidiaries of Seller,
all of such subsidiaries' right, title and interest in and to the Stock, and
Buyer shall issue to Seller (or such wholly-owned subsidiaries of Seller as it
shall designate) one or more certificates representing the Class A Shares and
the Warrants.

     4. CLOSING CONDITIONS.

     (a) Conditions to Obligations of Each Party. The respective obligation of
each party to effect the Closing shall be subject to:

          (i) the waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the "HSR Act"), having expired or having
been terminated; and

          (ii) no injunction shall be in effect preventing the Transaction and
no legal proceeding shall be pending opposing the Transaction, which in the
reasonable judgment of a party would expose it to material liability if the
Transaction were consummated.

     (b) Conditions to Obligations of Buyer. The obligation of Buyer to
effect the Closing shall be subject to the fulfillment or waiver at or
prior to the Closing of the following conditions:

          (i) the representations and warranties of Seller contained in the
Long-form Agreement (as defined below) shall be true and correct as of the
Closing Date, except to the extent that the failure of such representations
and warranties to be true and correct would not be reasonably expected to
have, in the aggregate, a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or business prospects
of the Companies, taken as a whole (a "Seller Material Adverse Effect");
provided that a Seller Material Adverse Effect shall exclude any adverse
effect arising out of or relating to (A) any change in law, rule or
regulation or generally accepted accounting principles or interpretation
thereof; (B) the pendency or announcement of the execution of this Letter
Agreement or the Transaction; (C) changes in general economic or political
conditions; or (D) changes in the music industry generally;

          (ii) there shall not have been a Seller Material Adverse Effect
since the date of this Letter Agreement;

          (iii) Seller shall have performed in all material respects all of
its obligations provided for in the Long-form Agreement on or prior to the
Closing Date;

          (iv) Seller shall have entered into a three year customary
covenant not to compete, including no solicitations of employees of the
Companies (other than Guillermo Santiso) or of the other record operations
of Buyer;

          (v) at the Closing the Companies and their subsidiaries will have
working capital computed in accordance with U.S. GAAP, but excluding cash,
current and deferred taxes and deferred revenue, of at least US $42
million;

          (vi) at the Closing the Companies will have cash in an aggregate
amount equal to the deferred revenues of the Companies on the Closing Date;
and

          (vii) there shall be no payola or similar investigation or
proceeding pending or threatened against any Company.

     (c) Conditions to Obligations of Seller. The obligation of Seller to
effect the Closing shall be subject to the fulfillment or waiver at or
prior to the Closing of the following conditions:

          (i) the representations and warranties of Buyer contained in the
Long-form Agreement shall be true and correct as of the Closing Date,
except to the extent the failure of such representations and warranties to
be true and correct would not be reasonably expected to have a material
adverse effect on Buyer's ability to perform its obligations hereunder;

          (ii) Buyer shall have performed in all material respects all of
its obligations contemplated in the Long-form Agreement on or prior to the
Closing Date; and

          (iii) there shall not have been since the date of this Letter
Agreement, a material adverse effect on the condition (financial or
otherwise), earnings, business affairs or business prospects of Buyer and
its subsidiaries taken as a whole (a "Buyer Material Adverse Effect");
provided that a Buyer Material Adverse Effect shall exclude any adverse
effect arising out of or relating to (A) any change in law, rule or
regulation or generally accepted accounting principles or interpretation
thereof; (B) the pendency or announcement of the execution of this Letter
Agreement or the Transaction; (C) changes in general economic or political
conditions; or (D) changes in the music and television industry generally.

     5. LONG-FORM AGREEMENT. The parties shall use their commercially
reasonable efforts promptly to negotiate and to enter into a Long-form
agreement (the "Long-form Agreement") incorporating the terms and
conditions set forth herein. Notwithstanding the foregoing, the parties
expressly acknowledge and agree that this Letter Agreement shall constitute
a binding agreement between them subject only to the conditions set forth
herein and others customary for transactions of this type. If such
Long-form Agreement is not executed and delivered on or prior to January
15, 2002, then (a) this Letter Agreement shall constitute such Long-form
Agreement, (b) the parties shall promptly proceed to the Closing and to
consummate the transactions contemplated hereunder and the obligations of
the parties shall be governed by this Letter Agreement, and (c) all
references herein to the Long-form Agreement shall be deemed references to
this Letter Agreement. This Letter Agreement supersedes all prior
agreements and understandings between the parties with respect to the
subject matter, except to the extent otherwise provided herein.

     6. REPRESENTATIONS AND WARRANTIES.

     (a) Seller. Subject to matters pertaining to the Companies of which
either Andrew Hobson or Douglas Kranwinkle has actual knowledge, Seller
makes the following representations and warranties in such form as is
customary for similar music company transactions:

          (i) organization, qualification, capitalization, authorization,
enforceability and lack of conflicts or acceleration;

          (ii) all personal property in good operating condition,
reasonable wear and tear excepted;

          (iii) good and marketable title to all personal property without
encumbrances;

          (iv) no ownership of real property; leases in full force and
effect;

          (v) environmental matters;

          (vi) inventory saleable in the ordinary course of business
subject to ordinary course obsolescence;

          (vii) on the Closing Date, the Companies shall have no
liabilities, other than current liabilities included in the calculation of
working capital pursuant to Section 4(b)(v) and executory obligations under
the contracts to which one or more of the Companies is a party as of the
Closing Date;

          (viii) employment matters, including that Companies have no
employment contracts except as shown on Exhibit B (which sets forth names,
terms, compensations, and other benefits);

          (ix) Seller reasonably believes that the combined EBITDA of the
Companies and their subsidiaries for the year ended December 31, 2001 will
be at least US $10.3 million; EBITDA shall be calculated in same manner as
financial statements previously delivered to Buyer;

          (x) no union contracts;

          (xi) no employee benefit plans except for those listed on Exhibit
C; full compliance with ERISA; plans can be terminated without liability;
and no multi-employer plans;

          (xii) copyright and trademark representation re: ownership,
exclusive right to use; no infringement of others;

          (xiii) all taxes (income, sales, employees, withholding, etc.)
owed for periods prior to Closing have been or will be paid by Seller; all
tax returns due prior to Closing have been or will be filed;

          (xiv) Exhibit D lists the top 25 artist contracts or artists
subject to license arrangements or for whom the Companies have catalogue
rights (by revenue in the United States for the period from January 1, 2001
through November 30, 2001) including (A) whether contract is in its initial
or an option period, (B) number of option periods still available and
length of each period, (C) number of long playing records delivered to
date, (D) number of long playing records remaining and (E) status of
next-to-be-delivered long playing record;

          (xv) with respect to the top ten artists covered by the artist
contracts or license arrangements referred to in clause (xiv), there are at
least two long playing records (including compilation or concept albums)
remaining under seven of the contracts or license arrangements. With
respect to the other 13 artists covered by artist contracts or license
arrangements referred to in clause (xiv), there are at least two long
playing records (including compilation or concept albums) available under
10 of the contracts and those that have less than two represented less than
5% of US revenues of the Companies in 2000 and 2001 to date;

          (xvi) no written or oral indication from any of the top 25
artists (i.e. those subject to the top 25 artist contracts) whose contract
expires in one year or less from the date hereof or who is obligated to
deliver to one of the Companies less than two long playing records (or
their representatives) that he/she does not intend to renegotiate his or
her contract upon termination or intends to negotiate in a manner that
would be materially less favorable to the Companies;

          (xvii) no advances made under any artist contract can be recouped
by virtue of payments made other than by or on behalf of the Companies;

          (xviii) no payola liability or investigation or other proceeding
pending or threatened against any Company;

          (xix) the Companies own or control all right, title and interest
in each recording and composition it has made or acquired, it being
understood and agreed that none of the Companies own the "masters" in
respect of long playing records by artists subject to license; catalogues
to be furnished to Buyer and represented;

          (xx) combined and combining financial statements of the Companies
and their subsidiaries for the past three years and the nine month periods
in 2000 and 2001;

          (xxi) no Seller Material Adverse Effect since September 30, 2001;

          (xxii) material contacts; none contain change of control language
other than that of Marco Antonio Solis;

          (xxiii) compliance with law;

          (xxiv) no subsidiaries other than Fonomusic Inc., Fonovisa
Argentina, S.A. and Fonohits Music, Inc.; no joint ventures or investment
in other entities; all recording and music publishing, administration, and
distribution business of Seller and its affiliates, other than Editura San
Angel, are conducted by the Companies; Fonovisa LLC does not conduct any
business and is only a holding company;

          (xxv) no intercompany agreements or liabilities between the
Companies and Seller or its affiliates (other than the Companies) that will
continue in effect after the Closing Date;

          (xxvi) no registration of the Stock required;

          (xxvii) investment intent and accredited investor;

          (xxviii) insurance; and

          (xxix) no brokers or finders, other than Allen & Co.

     (b) Buyer. Buyer makes the following representations and warranties in
such form as is customary for similar music company transactions:

          (i) organization, qualification, capitalization, authorization,
enforceability and lack of conflicts;

          (ii) Class A Shares to be duly authorized, validly issued and
fully-paid and non-assessable and subject to the Registration Rights
Agreement between Buyer, Seller and other parties dated as of October 2,
1996;

          (iii) public documents duly filed; no material misstatements or
omissions;

          (iv) financial statements in public documents;

          (v) no Buyer Material Adverse Effect since September 30, 2001;

          (vi) listing of Class A Shares on New York Stock Exchange; and

          (vii) no brokers or finders, other than UBS Warburg.

     (c) Inclusion in Long-form Agreement. The Long-form Agreement shall
contain the representations and warranties from Seller and Buyer referred
to above and others that are customary in a transaction of this type and
size and will be negotiated in good faith (each of which representations
and warranties shall be subject to customary materiality and other
customary exceptions). Seller and Buyer acknowledge and agree that if the
Long-form Agreement is not executed, this Letter Agreement shall be deemed
to contain the representations and warranties from the respective parties
referred to above in such form as is customary for similar music company
transactions, each of which shall be deemed to be subject to materiality
and other customary exceptions.

     7. PRE-CLOSING FILING.

     HSR. As promptly as practicable and no later than January 11, 2002,
Seller and Buyer shall complete any filing that may be required pursuant to
the HSR Act. Seller and Buyer shall diligently take, or fully cooperate in
the taking of, all necessary and proper steps, and provide any additional
information reasonably requested in order to comply with, the requirements
of the HSR Act.

     8. COVENANTS.

     (a) Affirmative and Negative Covenants. Seller agrees that from the
date hereof through the earlier of the Closing or the termination of this
Letter Agreement, unless otherwise agreed to by Buyer in writing (such
agreement not to be unreasonably withheld or delayed), Seller shall cause
the Companies:

          (i) to be operated in the ordinary course of business consistent
with past practice. In furtherance of the foregoing, no Company shall enter
into any contractual commitment (including license agreements) involving
payments in excess of US $200,000 individually or US $1,000,000
collectively, or amend any existing contract involving payments or receipts
of more than $200,000; provided that the Companies shall be permitted to
enter into an artist contract with Rogilio Martinez that replaces his
license arrangements, the initial consideration for which shall not exceed
$500,000;

          (ii) to use good faith efforts to maintain and preserve their
assets and insurance policies; and

          (iii) not to enter into distribution agreements which cannot be
terminated by the Companies without penalty on 180 days notice or less.

     (b) Access to Information. Seller will afford Buyer and its advisors
reasonable access during business hours to the offices, properties, other
facilities, books and records relating to the business of the Companies and
to those officers, employees, agents, accountants, counsel and
representatives of Seller and the Companies who have knowledge relating to
its business.

     (c) Cooperation. Buyer and Seller will cooperate with each other to
the fullest extent in preparing the Long-form Agreement and any related
agreements and other necessary documentation as soon as possible, obtaining
all necessary consents from third parties and complying with all regulatory
requirements.

     (d) Confidentiality. Except as required by law, neither party will
disclose the contents of this letter or the fact that discussions are
taking place or have taken place concerning the Transaction, or any of the
terms, conditions or other facts with respect to the Transaction to any
individual or entity, other than such party's employees, parent company and
majority-owned subsidiaries, agents and representatives (such as attorneys,
accountants or consultants) who both have (i) a need to know; and (ii) who
expressly agree to abide by these nondisclosure restrictions; provided that
the receiving party will remain primarily liable for breach by any such
person or entity. In addition, each party shall (and shall cause its
representatives to) keep confidential any information provided to it by the
other party in connection with the Transactions. The obligations set forth
in the immediately preceding sentence shall survive the termination of this
Letter Agreement.

     9. INDEMNIFICATION.

     (a) Indemnification by Seller. From and after the Closing Date, Seller
shall indemnify Buyer from and against all losses incurred by Buyer
resulting from (i) any misrepresentation or breach of the representations
and warranties of Seller contained herein; and (ii) any breach by Seller of
any covenants of Seller contained herein. Seller shall not be liable to
Buyer in respect of any indemnification under clause (i) (other than
indemnification with respect to breaches of clause (vii) of Section 6(a)
for which Seller shall be liable from the first dollar) except to the
extent that the aggregate amount of losses of Buyer exceeds five million
dollars (US$5,000,000), in which case Seller shall be liable for all such
losses in excess thereof. The maximum aggregate liability of Seller to
Buyer and any third parties for any and all losses shall not exceed an
amount equal to two hundred million dollars (US$200,000,000) (the "Cap").
No claim for indemnification may be made hereunder by Buyer at any time
after such date that is twenty-four (24) months after the date of the
Closing; provided that claims for breaches relating to taxes and
environmental matters may be made at any time up to the expiration of the
relevant statute of limitations for taxes and five years for environmental.
The Long-form Agreement will contain a separate customary provision
relating to tax indemnities and the procedures relating thereto.
Notwithstanding any other provision of this Letter Agreement herein or in
the Long-form Agreement to the contrary, Buyer acknowledges and agrees that
the (i) the indemnification provisions set forth herein shall be the sole
and exclusive remedy available to Buyer for any breach by Seller of this
Letter Agreement or the Long-form Agreement, and (ii) maximum aggregate
liability of Seller shall not exceed the Cap, regardless of whether Buyer
seeks indemnification pursuant to this Letter Agreement or otherwise the
regardless of the form of action, whether in contract or tort.

     (b) Indemnification by Buyer. From and after the Closing Date, Buyer
shall indemnify Seller from and against all losses incurred by Seller
resulting from: (i) any misrepresentation or breach of the representations
and warranties of Buyer contained herein; or (ii) any breach by Buyer of
any covenants of Buyer contained herein. Buyer shall not be liable to
Seller in respect of any indemnification under clause (i) except to the
extent that the aggregate amount of losses of Seller exceeds five million
dollars (US$5,000,000), in which case Buyer shall be liable for all such
losses in excess thereof. The maximum aggregate liability of Buyer to
Seller and any third parties for any and all losses shall not exceed an
amount equal to two hundred million dollars (US$200,000,000). No claim for
indemnification may be made hereunder by Seller at any time after such date
that is twenty-four (24) months after the date of the Closing.

     10. TRANSACTION EXPENSES. Buyer and Seller will each bear their own
expenses incurred in connection with the negotiation and preparation of
this Letter Agreement, the Long-form Agreement and the related documents
and the consummation of the transactions contemplated hereby.

     11. EXCLUSIVE DEALING. During the period from the date hereof until
the earlier to occur of the termination of this Letter Agreement or the
execution of the Long-form Agreement (i) Seller will not, and will cause
its officers, directors and agents (collectively, "Representatives") not
to, directly or indirectly participate in any negotiations or solicit,
knowingly initiate, accept or knowingly encourage submission of inquiries,
proposals or offers from any potential buyer relating to the disposition of
the underlying assets (or any material part thereof) or of the stock of any
of the Companies with any entity other than Buyer or its affiliates and
(ii) neither Buyer nor Seller shall enter into any agreement or take any
action that by its terms or effect could reasonably be expected to have a
material adverse effect on the ability of the parties hereto to consummate
the Acquisition. Seller will promptly notify Buyer of any unsolicited
inquiry, proposal or offer from any potential buyer of which Seller or its
Representatives have knowledge relating to the stock of the stock of any of
the Companies or the underlying assets (or any material part thereof) of
the stock of any of the Companies and will refrain from engaging in
negotiations or providing any information in response to such inquiry,
proposal or offer.

     12. PUBLIC ANNOUNCEMENTS. Buyer and Seller will consult with each
other before issuing any press release or otherwise making any public
statements with respect to the transactions contemplated hereby and will
not issue any such press release or make any such public statement prior to
such consultation, except as may be required by law or by obligations
pursuant to any listing agreement with any national securities exchange.

     13. TERMINATION.

     (a) The parties' obligations under this Letter Agreement may be
terminated prior to the Closing as follows:

          (i) by the mutual agreement of the parties; or

          (ii) by Buyer, upon a breach of any representation, warranty
covenant or agreement of Seller set forth in this Letter Agreement, in
either case such that the conditions set forth in Section 4(b) would not be
satisfied as a result of such breach; provided, that such breach has not
been cured by Seller within ten (10) business days after Seller receives
written notice of such breach from Buyer;

          (iii) by Seller, upon breach of any representation, warranty
covenant or agreement of Buyer set forth in this Letter Agreement, in
either case such that the conditions set forth in Section 4(c) would not be
satisfied as a result of such breach; provided, that such breach has not
been cured by Buyer within ten (10) business days after Buyer receives
written notice of such breach from Seller; or

          (iv) by either party on or after June 18, 2002 if the Closing has
not occurred by that date.

     (b) In the event of the termination of this Letter Agreement pursuant
to Section 13(a), this Letter Agreement shall forthwith become void, there
shall be no liability on the part of Buyer or Seller and all rights and
obligations of any party hereto (other than the confidentiality obligations
set forth in the second sentence of Section 8(d)) shall cease, except that
nothing herein shall relieve any party for any willful breach of this
Letter Agreement.

     14. AMENDMENT. Any amendment, supplement, modification or waiver of or
to any provision of this Letter Agreement will be effective only if it is
made in writing signed by Buyer and Seller and only in the specific
instance and for the specific purpose for which made or given.


     15. NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or
certified mail to the parties at the following addresses (or at such other
address for a party as shall be specified by like changes of address) or
sent by electronic transmission to the parties hereto:

     (a) If to Buyer:

         Univision Communications Inc.
         1999 Avenue of the Stars, Suite 3050
         Los Angeles, California  90067
         Attention: C. Douglas Kranwinkle
         Telecopier No: (310) 556-3568

         With a copy to:
         O'Melveny & Myers LLP
         1999 Avenue of the Stars, Suite 700
         Los Angeles, CA  90067
         Attention: Kendall R. Bishop
         Telecopier No: (310) 246-6779

     (b) If to Seller

         Grupo Televisa, S.A.
         Av. Vasco de Quiroga No. 2000
         Edificio A, Piso 4, Colonia Santa Fe
         01210, Mexico, DF
         Attention: Alfonso de Angoitia
         Telecopier No: 011-52-55-5-261-2451

         With a copy to:
         Fried, Frank, Harris, Shriver & Jacobson
         One New York Plaza
         New York, New York  10004
         Attention: Joseph Stern
         Telecopier: (212) 859-8586


     16. COUNTERPARTS. This Letter may be executed in two or more
counterparts, each of which will be deemed to be an original but all of
which will constitute one and the same agreement.

     17. GOVERNING LAW. This Letter Agreement is, and the Long-form
Agreement will be, governed by the construed in accordance with the laws of
the State of California, without giving effect to the conflicts of law
principles thereof.


           [The remainder of this page intentionally left blank.]

                               * * * * * * *

<PAGE>

If the foregoing is set forth over mutual agreement and understanding,
please execute below.


                                        Very truly yours,

                                        UNIVISION COMMUNICATIONS INC.


                                        BY:
                                           -----------------------------------




ACCEPTED, AGREED TO AND ACKNOWLEDGED
This _____ day of December, 2001


GRUPO TELEVISA S.A.


By:
   -----------------------------------
Name:
     ---------------------------------
Title:
      --------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>exh_5.txt
<DESCRIPTION>EXHIBIT 5 - PRESS RELEASE
<TEXT>
Pursuant to Rule 12b-32 under the Act, the Press Release, dated December 20,
2001 is incorporated herein by reference to the Form 6-K filed by Televisa on
December 20, 2001.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
