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<SEC-DOCUMENT>0000950123-05-007299.txt : 20050613
<SEC-HEADER>0000950123-05-007299.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050613171755
ACCESSION NUMBER:		0000950123-05-007299
CONFORMED SUBMISSION TYPE:	F-4
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20050613
DATE AS OF CHANGE:		20050613

FILER:

	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:		F-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-125779
		FILM NUMBER:		05892970

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-4
<SEQUENCE>1
<FILENAME>y09865fv4.txt
<DESCRIPTION>F-4
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2005.

                                                    REGISTRATION NO.: 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM F-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                              GRUPO TELEVISA, S.A.
             (Exact name of Registrant as specified in its charter)

                                      N/A
                (Translation of Registrant's name into English)

<Table>
<S>                                 <C>                                 <C>
       UNITED MEXICAN STATES                       4833                                NONE
  (State or other jurisdiction of      (Primary Standard Industrial                (IRS Employer
  incorporation or organization)        Classification Code Number)             Identification No.)
</Table>

                             ---------------------
                         AV. VASCO DE QUIROGA NO. 2000
                                COLONIA SANTA FE
                           01210 MEXICO, D.F. MEXICO
                              (52) (55) 5261-2000
   (Address and telephone number of registrant's principal executive offices)
                             ---------------------
                               DONALD J. PUGLISI
                             PUGLISI AND ASSOCIATES
                         850 LIBRARY AVENUE, SUITE 804
                             NEWARK, DELAWARE 19711
                                 (302) 738-6680
           (Name, address and telephone number of agent for service)
                             ---------------------
                                   COPIES TO:

<Table>
<S>                                                  <C>
                 KENNETH ROSH, ESQ.                             JUAN SEBASTIAN MIJARES ORTEGA
    FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP                     GRUPO TELEVISA, S.A.
                 ONE NEW YORK PLAZA                               AV. VASCO QUIROGA NO. 2000
           NEW YORK, NEW YORK 10004-1980                               COLONIA SANTA FE
                   (212) 859-8000                                 01210 MEXICO, D.F. MEXICO
                                                                     (52) (55) 5261-2000
</Table>

                             ---------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER:  As soon as
practicable after this Registration Statement becomes effective.

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
         TITLE OF EACH CLASS OF                  AMOUNT              OFFERING            AGGREGATE           REGISTRATION
       SECURITIES TO BE REGISTERED          TO BE REGISTERED    PRICE PER UNIT(1)    OFFERING PRICE(1)          FEE(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                  <C>                  <C>
6.625% Senior Exchange Notes due 2025....     $600,000,000             100%             $600,000,000          $70,620.00
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</Table>

(1) The notes being registered are being offered (i) in exchange for 6.625%
    Senior Notes due 2025 previously sold in transactions exempt from
    registration under the Securities Act of 1933 and (ii) upon certain resales
    of the notes by broker-dealers. The registration fee, which was previously
    wired to the Securities and Exchange Commission, was computed based on the
    face value of the 6.625% Senior Notes due 2025 solely for the purpose of
    calculating the registration fee pursuant to Rule 457 under the Securities
    Act of 1933.
                             ---------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities or consummate the exchange offer until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell or exchange these securities
and it is not soliciting an offer to acquire or exchange these securities in any
jurisdiction where the offer, sale or exchange is not permitted.

                   SUBJECT TO COMPLETION, DATED JUNE 13, 2005

PROSPECTUS

                             (GRUPO TELEVISA LOGO)

                              GRUPO TELEVISA, S.A.

             OFFER TO EXCHANGE ALL OF OUR OUTSTANDING UNREGISTERED
                     U.S.$600,000,000 6.625% NOTES DUE 2025
                                      FOR
                     U.S.$600,000,000 6.625% NOTES DUE 2025
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                      MATERIAL TERMS OF THE EXCHANGE OFFER

     - We are offering to exchange the notes that we sold previously in a
       private offering for new registered notes.

     - The terms of the new notes are identical to the terms of the old notes,
       except for the transfer restrictions and registration rights relating to
       the outstanding old notes.

     - The exchange offer will expire at 5:00 p.m., New York City time, on
          --   , 2005, unless we extend it.

     - We will exchange all old notes that are validly tendered and not validly
       withdrawn.

     - You may withdraw tenders of old notes at any time before 5:00 p.m., New
       York City time, on the date of the expiration of the exchange offer.

     - Application has been made to list the new notes on the Luxembourg Stock
       Exchange.

     - We will not receive any proceeds from the exchange offer.

     - We will pay the expenses of the exchange offer.

     - No dealer-manager is being used in connection with the exchange offer.

     - The exchange of old notes for new notes will not be a taxable exchange
       for U.S. federal income tax purposes.

     YOU SHOULD CAREFULLY REVIEW "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS
PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is    --   , 2005.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>                                                           <C>
Incorporation by Reference..................................   ii
Limitation of Liability.....................................  iii
Prospectus Summary..........................................    1
Recent Developments.........................................    6
Summary Financial Data......................................   13
Risk Factors................................................   17
The Exchange Offer..........................................   29
Use of Proceeds.............................................   38
Capitalization..............................................   39
Description of the New Notes................................   40
Taxation....................................................   62
Plan of Distribution........................................   69
General Information.........................................   70
Cautionary Statement Regarding Forward-Looking Statements...   71
Available Information.......................................   71
Legal Matters...............................................   72
Experts.....................................................   72
</Table>
<PAGE>

     We have applied to list the new notes on the Luxembourg Stock Exchange.

     The new notes have been registered in the Seccion Especial, or the Special
Section, of the Registro Nacional de Valores e Intermediarios, or the National
Registry for Securities and Intermediaries, or the Registry, maintained by the
Comision Nacional Bancaria y de Valores, or the National Banking and Securities
Commission, or the CNBV. Registration of the new notes in the Special Section of
the Registry does not imply any certification as to the investment quality of
the new notes, our solvency or the accuracy or completeness of the information
contained or incorporated by reference in this prospectus. THE NEW NOTES MAY NOT
BE PUBLICLY OFFERED OR SOLD IN MEXICO AND THIS PROSPECTUS MAY NOT BE PUBLICLY
DISTRIBUTED IN MEXICO.

     WE ARE NOT MAKING AN OFFER TO EXCHANGE NOTES IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED, AND WILL NOT ACCEPT SURRENDERS FOR EXCHANGE FROM HOLDERS
IN ANY SUCH JURISDICTION.

                           INCORPORATION BY REFERENCE

     The Securities and Exchange Commission, or the SEC, allows us to
"incorporate by reference" information contained in documents we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with the SEC, to
the extent that we identify such information as being incorporated by reference
into this prospectus, will automatically update and supersede this information.
Information set forth in this prospectus supersedes any previously filed
information that is incorporated by reference into this prospectus. We
incorporate by reference into this prospectus the following information and
documents:

     - our annual report on Form 20-F for the fiscal year ended December 31,
       2004, dated June 13, 2005 (SEC File No.    --   ) and as it may be
       amended from time to time, which we refer to in this prospectus as the
       "2004 Form 20-F";

     - our Form 6-K, which we submitted to the SEC on April 27, 2005 and which
       discusses our results for the quarter ended March 31, 2005; and

     - any future filings on Form 20-F we make under the Securities Exchange Act
       of 1934, as amended, after the date of this prospectus and prior to the
       termination of the exchange offer, and any future submissions on Form 6-K
       during this period that are identified as being incorporated into this
       prospectus.

     YOU MAY REQUEST A COPY OF THESE FILINGS, AT NO COST, AT THE OFFICE OF OUR
LUXEMBOURG PAYING AGENT AND TRANSFER AGENT AT THE ADDRESS LISTED ON THE BACK
COVER OF THIS PROSPECTUS OR BY WRITING OR CALLING US AT THE FOLLOWING ADDRESS
AND PHONE NUMBER:

                               Investor Relations
                              Grupo Televisa, S.A.
                       Avenida Vasco de Quiroga, No. 2000
                            Colonia Santa Fe, 01210
                              Mexico, D.F., Mexico
                              (52) (55) 5261-2000

     You should rely only on the information contained in this prospectus or to
which we have referred you. We have not authorized any person to provide you
with different information. We are offering to exchange the old notes for new
notes only in jurisdictions where offers and sales are permitted. The
information in this document may only be accurate on the date of this document.

                                        ii
<PAGE>

                            LIMITATION OF LIABILITY

     Substantially all of our directors, executive officers and controlling
persons reside outside of the United States, all or a significant portion of the
assets of our directors, executive officers and controlling persons, and
substantially all of our assets, are located outside of the United States and
some of the experts named in this prospectus also reside outside of the United
States. As a result, it may not be possible for you to effect service of process
within the United States upon these persons or to enforce against them or us in
U.S. courts judgments predicated upon the civil liability provisions of the
federal securities laws of the United States. We have been advised by our
Mexican counsel, Mijares, Angoitia, Cortes y Fuentes, S.C., that there is doubt
as to the enforceability, in original actions in Mexican courts, of liabilities
predicated solely on U.S. federal securities laws and as to the enforceability
in Mexican courts of judgments of U.S. courts obtained in actions predicated
upon the civil liability provisions of U.S. federal securities laws. See "Risk
Factors -- Risk Factors Related to the Notes and the Exchange Offer -- It May Be
Difficult to Enforce Civil Liabilities Against Us or Our Directors, Executive
Officers and Controlling Persons."

                                       iii
<PAGE>

                               PROSPECTUS SUMMARY

     You should read the following summary together with the information set
forth under the heading "Risk Factors" and in our audited year-end financial
statements and the accompanying notes, which are included in the 2004 Form 20-F
and which are incorporated herein by reference. All references to "Televisa,"
"we," "us" and words of similar effect refer to Grupo Televisa, S.A., and,
unless the context requires otherwise, its restricted and unrestricted
consolidated subsidiaries. Unless otherwise indicated, all Mexican Peso, or
Peso, information is stated in Pesos in purchasing power as of December 31,
2004.

                                  OUR COMPANY

     We are the largest media company in the Spanish-speaking world and a major
participant in the international entertainment industry. We produce the most
Spanish-language television programs, and we believe we own the largest library
of Spanish-language television programming, in the world. We broadcast those
programs, as well as programs produced by others, through our own networks,
through our cable system and through our direct-to-home, or DTH, satellite
services in which we own interests in Mexico and Latin America. We also license
our programming to other television broadcasters and pay-television systems
throughout the world. We believe we are also the leading publisher in the world,
in terms of circulation, of Spanish-language magazines. We are a major
international distributor of Spanish-language magazines. We engage in other
businesses, including radio production and broadcasting, professional sports and
show business promotions, feature film production and distribution, and an
Internet portal. We also own an unconsolidated 10.7% equity interest in
Univision Communications, Inc., or Univision, on a fully diluted basis, the
leading Spanish-language television broadcaster in the U.S.

     The programs shown on our networks are among the most watched in Mexico. In
2003 and 2004, approximately 70% and 69%, respectively, of all Mexicans watching
television during prime time hours, 72% and 70%, respectively, of all Mexicans
watching television during weekday prime time hours and 72% and 71%,
respectively, watching from sign-on to sign-off watched our networks or
stations. Our television operations represent our primary source of revenues,
and generated approximately 64.4% and 56.9% of our total revenues in 2003 and
2004, respectively. On April 1, 2004, we began consolidating our DTH joint
venture in Mexico, Innova, referred to herein by its legal name, Innova, S. de
R.L. de C.V., and, for segment reporting purposes, alternatively as Sky Mexico.

                                  OUR STRATEGY

     We intend to leverage our position as the largest media company in the
Spanish-speaking world to continue expanding our business while maintaining
profitability and financial discipline. We intend to do so by maintaining our
leading position in the Mexican television market, by continuing to produce high
quality programming and by improving our sales and marketing efforts while
improving our operating margins. We also intend to continue building our
pay-television platforms, expanding our publishing business, increasing our
international programming sales and strengthening our position in the growing
U.S. Hispanic market. We will also continue to analyze expansion through
acquisitions.

MAINTAINING OUR LEADING POSITION IN THE MEXICAN TELEVISION MARKET

     Continuing to produce high quality programming.  We aim to continue
producing the type of high quality television programming that has propelled
many of our programs to the top of the national ratings and audience share in
Mexico. In each of 2003 and 2004, our networks aired 88% of the 200 most watched
television programs in Mexico, according to the Mexican subsidiary of the
Brazilian Institute of Statistics and Public Opinion, or Instituto Brasileno de
Opinion Publica y Estadistica, or IBOPE, the largest research company in Brazil.
We have launched a number of initiatives in creative development, program
scheduling and on-air promotion. These initiatives include improved production
of our highly rated telenovelas, the overhaul of our news division, new comedy
and game show formats and the development of reality shows. We have improved our
scheduling to be better attuned to viewer habits by demographic segment while
improving

                                        1
<PAGE>

viewer retention through more dynamic on-air graphics and pacing. We have
enhanced tune-in promotion both in terms of creative content and strategic
placement. In addition, we plan to continue expanding and leveraging our
exclusive Spanish-language video and international film library, exclusive
rights to soccer games and other events, as well as cultural, musical and show
business productions.

     Improving our sales and marketing efforts.  The rate of growth in
advertising expenditures and rates for the Mexican television market have
decelerated since 2000 due to the slowdown of the Mexican economy. However, in
2003 and 2004, we outperformed Mexican economic growth by increasing our
television broadcasting revenues in real terms by 5.4% and 5.7%, respectively,
as compared to an increase of only 1.4%, and 4.4%, respectively, in gross
domestic product, or GDP, in Mexico during the same periods. See "Risk Factors
 -- Risk Factors Related to Mexico -- Mexico Has Experienced Adverse Economic
Conditions." The increase in our television broadcasting revenues was primarily
due to the marketing and advertising strategies we have implemented over the
course of the last several years.

     Over the past few years we have improved our television broadcasting
advertising sales strategy by: (i) introducing a rate structure for television
advertising that more closely ties individual program pricing to audience
ratings, group demographics and advertiser demand; (ii) implementing
differentiated pricing by quarter; (iii) reorganizing our sales force into teams
focusing on each of our divisions; and (iv) emphasizing a compensation policy
for salespeople that is performance-based, with variable commissions tied to
year-end results for a larger portion of total compensation. Our new rate
structure for television advertising, implemented in January 2005, is conducted
on a cost per thousand basis, or CPM, which is a structure that adjusts
advertising pricing per thousand viewers of the specific program during which
the advertisement appears. We believe that, by giving our customers a choice
between this new rate structure and our traditional rate structure of
differentiated pricing by quarter, we have gained the flexibility to target
underserved industries and increase our focus on local sales causing an increase
in our advertising revenue. Advertising revenues from local sales as a
percentage of our television broadcasting revenues have increased steadily for
the past four years. During 2004, local sales accounted for 13.7% of our
television broadcasting revenues compared to 12.5% and 13.2% in 2002 and 2003,
respectively.

     We plan to continue expanding our advertising customer base by targeting
medium-sized and local companies who were previously underserved. For example,
as part of our plan to attract medium-sized and local advertisers in Mexico
City, we reduced the number of households reached by the Channel 4 Network
throughout Mexico and revised its format to create 4TV, which targets viewers in
the Mexico City metropolitan area. See "Item 4 -- Information on the
Company -- Business Overview -- Television -- Television Broadcasting -- Channel
4 Network" included in the 2004 Form 20-F. We currently sell local advertising
time on 4TV to medium-sized and local advertisers at rates comparable to those
charged for advertising time on local, non-television media, such as radio,
newspapers and billboards. However, by purchasing local advertising time on 4TV,
medium-sized and local advertisers are able to reach a wider audience than they
would reach through local, non-television media. We are also developing new
advertising plans in the Mexican market, such as product tie-ins on our shows,
and encouraging customers to advertise their products jointly through
co-marketing and co-branding arrangements.

     Improving our operating margins.  Our operating margin (operating income
before depreciation of tangible assets and amortization of intangible assets
over net sales) increased in 2004, ending the year at 36.3% compared to 32.1%
for 2003. We intend to continue improving our margins by increasing revenues and
controlling costs.

     In response to the slowdown in Mexican GDP growth in 2001, we introduced a
number of cost-cutting initiatives. These initiatives included the creation of
independent business units, the introduction of stricter cost controls, the
continued elimination of under-performing assets, the introduction of a
performance-based compensation policy for executives and further reductions in
our number of employees. On a historical basis, at December 31, 2004, our total
employee headcount (excluding Innova) was approximately 12,300 compared to
approximately 12,300 at December 31, 2003 and approximately 12,600 at December
31, 2002. On a pro forma basis, giving effect to the consolidation of Innova,
our total employee headcount would have been

                                        2
<PAGE>

approximately 14,100 at December 31, 2004, approximately 14,200 at December 31,
2003 and approximately 14,400 at December 31, 2002. We intend to continue
pursuing cost-cutting initiatives throughout 2005.

CONTINUE BUILDING OUR PAY-TELEVISION PLATFORMS

     DTH.  We believe that Ku-band DTH satellite services offer the greatest
opportunity for rapid expansion of pay-television services into cable households
seeking to upgrade and in areas not currently serviced by operators of cable or
multi-channel, multi-point distribution services. Innova is the dominant
participant in the Mexican DTH market with approximately 1,002,500 subscribers,
of which 60,700 were commercial subscribers, as of December 31, 2004.

     The key components of our DTH strategy include:

     - offering high quality and exclusive programming, including rights in
       Mexico to our four over-the-air broadcast channels and other channels
       produced by our partners, as well as special events, such as reality
       shows, and games or sports programming we produce or with respect to
       which we have exclusive rights;

     - capitalizing on our relationship with The News Corporation Limited, or
       News Corp., and Liberty Media International Holdings, LLC, or Liberty
       Media, and local operators in terms of technology, distribution networks,
       infrastructure and cross-promotional opportunities;

     - capitalizing on the low penetration of pay-television services in Mexico
       and elsewhere; and

     - providing superior digital Ku-band DTH satellite services and emphasizing
       customer service quality.

     Cable.  With over 364,000 and 355,000 basic subscribers as of December 31,
2003 and 2004, respectively, Cablevision, the Mexico City cable system in which
we own a 51% interest, is one of the largest cable television operators in
Mexico in terms of number of subscribers and homes passed. Over 60,300 and
123,000 of Cablevision's basic subscribers as of December 31, 2003 and 2004,
respectively, also subscribed to one of Cablevision's digital service packages.
Cablevision's strategy aims to increase its subscriber base, average monthly
revenues per subscriber and penetration rate by:

     - continuing to offer high quality programming;

     - upgrading its existing cable network into a broadband bidirectional
       network;

     - switching its current analog subscribers to digital service in order to
       stimulate new subscriptions and substantially reduce piracy;

     - increasing the penetration of its high-speed and bidirectional Internet
       access and other multimedia services as well as providing a platform to
       offer Internet protocol, or IP, telephony services; and

     - continuing the roll-out of digital set-top boxes and beginning the
       roll-out of advanced digital set-top boxes subject to their availability
       and their ability to provide advanced interactive features.

     Cablevision has introduced a variety of new multimedia communications
services over the past few years, such as interactive television and other
enhanced program services, including high-speed Internet access through cable
modem. As of December 31, 2004, Cablevision had more than 26,500 cable modem
customers compared to 5,800 and 8,600 at December 31, 2002 and 2003,
respectively. Cablevision is continuing with its plan to substantially reduce
subscriber piracy by switching its current analog subscriber base to digital
service. In addition, Cablevision intends to introduce video on demand, or VOD,
services and, subject to the receipt of the requisite governmental approvals and
the availability of certain technology, IP telephony services.

EXPANDING OUR PUBLISHING BUSINESS

     With a total annual circulation of approximately 127 million magazines
during 2004, we believe our subsidiary, Editorial Televisa S.A. de C.V., or
Editorial Televisa, produces and distributes the most magazines in the
Spanish-speaking world. Among the 60 titles published, 26 are fully owned and
produced in-house and the remaining 34 titles are licensed from world-renowned
publishing houses, including the Spanish-language
                                        3
<PAGE>

editions of some of the most prestigious brands in the world. Editorial Televisa
distributes its titles to more than 20 countries, including Mexico, the U.S. and
countries throughout Latin America. During 2003 and 2004, Editorial Televisa
implemented an aggressive commercial strategy in order to increase its market
share and advertising revenues market share. As a result of this strategy,
according to IBOPE, our market share grew from 35% in 2003 to 45% in 2004.
Additionally, a solid circulation strategy in the U.S. generated beneficial
results. According to the Audit Bureau of Circulation, three of the top ten
fastest growing magazines (in terms of circulation) in the U.S. are published
and distributed by Editorial Televisa.

     Editorial Televisa's strategy regarding the U.S.-Hispanic market is to
strengthen its portfolio and increase its market share. In November 2004,
Editorial Televisa formed a strategic alliance with Hispanic Publishing Group,
or HPG, under which Televisa acquired 51% of HPG, while HPG retained a 49%
equity stake. Through this strategic alliance, Editorial Televisa added its
first two English-language magazines for Hispanics in the U.S. to its
publications: Hispanic Magazine, which has a monthly circulation of
approximately 280,000 copies, and Hispanic Trends, which has a circulation per
edition of approximately 75,000 copies. Hispanic Trends published six editions
in 2004 and will publish seven editions in 2005. Hispanic Trends and Hispanic
Magazine complement Televisa's U.S. strategy by permitting access to new general
market advertisers interested in the U.S. Hispanic market. See "Item
4 -- Information on the Company -- Business Overview -- Publishing" included in
the 2004 Form 20-F.

     Also, during 2004, Editorial Televisa continued with the initiative it
launched in 2002 aimed at increasing its circulation and advertising revenues of
our publishing business including: (i) improving magazine portfolio mix, (ii)
enhancing marketing efforts and reorganizing our sales force, and (iii)
implementing new sales strategies. As a result of successfully implementing
these strategies, revenues and operating margins increased in 2004 as compared
to 2003.

INCREASING OUR INTERNATIONAL PROGRAMMING SALES AND STRENGTHENING OUR POSITION IN
THE GROWING U.S. HISPANIC MARKET

     We license our programs to television broadcasters and pay-television
providers in the U.S., Latin America, Asia, Europe and Africa. Excluding the
U.S., in 2004, we licensed approximately 54,500 hours of programming in over 100
countries throughout the world. We intend to continue exploring ways of
expanding our international programming sales.

     The U.S. Hispanic population, estimated to be 35.3 million, or
approximately 12.5% of the U.S. population according to the 2000 U.S. Census, is
currently one of the fastest growing segments in the U.S. population, growing at
approximately seven times the rate of the non-Hispanic population. The U.S.
Census Bureau projects that the Hispanic population will double to approximately
25% of the U.S. population by the middle of this century. The Hispanic
population accounted for estimated total consumer expenditures of U.S.$622
billion in 2003, or 8.3% of the total U.S. consumer expenditures, an increase of
190% since 1990. Hispanics are expected to account for U.S.$1 trillion of U.S.
consumer spending, or 9.7% of the U.S. total consumer expenditures, by 2010,
outpacing the expected growth in total U.S. consumer expenditures.

     We intend to leverage our unique and exclusive content, media assets and
long-term associations with other media conglomerates to benefit from the
growing demand for entertainment among the U.S. Hispanic population.

     We supply television programming for the U.S. Hispanic market through
Univision. During 2002, 2003 and 2004, most of the 7:00 p.m. to 10:00 p.m.
weekday prime time programming broadcast by Univision and substantially all of
the programming broadcast by Galavision, Inc., or Galavision (a wholly-owned
subsidiary of Univision), was produced by Televisa. In exchange for this
programming, during 2002, 2003 and 2004, Univision paid Televisa U.S.$77.7
million, U.S.$96.1 million and U.S.$105.0 million, respectively, in royalties.
In 2003, Univision became obligated to remit to us an additional 12% in
royalties from the net time sales of the TeleFutura Network, subject to certain
adjustments, including minimum annual royalties of U.S.$5.0 million in respect
of Telefutura for 2003, increasing by U.S.$2.5 million for each year to
U.S.$12.5 million. For a description of agreements we entered into with
Univision in December 2001,
                                        4
<PAGE>

including amendments to our program license agreement which increased our
percentage royalties, see "Item 4 -- Information on the Company -- Business
Overview -- Univision" included in the 2004 Form 20-F.

     In April 2003, we entered into a joint venture with Univision to operate
and distribute a suite of Spanish-language television channels for digital cable
and satellite delivery in the U.S. The joint venture, called "TuTV," and
operated through TuTV LLC, began operations in the second quarter of 2003 and
currently distributes five cable channels, including two movie channels and
three channels featuring music videos, celebrity lifestyle and interviews and
entertainment news programming.

     We own additional media and entertainment businesses in the U.S. that
complement our television programming exports businesses. We also publish and
sell magazines that target Spanish-speaking readers in the U.S. We believe we
can increase our marketing, sales and distribution efforts in this region
directly and through partnerships.

     In live entertainment, we have a joint venture with Clear Channel
Entertainment, called "Vivelo," which produces and promotes tours of
Spanish-speaking artists as well as other live entertainment events targeting
Spanish-speaking audiences in the U.S. In 2004, Vivelo promoted more than 70
concerts and events in the U.S. Vivelo intends to produce and promote a growing
number of entertainment and sporting events in response to the increasing demand
for live entertainment among the U.S. Hispanic population.

EXPANDING THROUGH ACQUISITIONS

     In October 2002, we acquired a 40% stake in OCESA Entretenimiento, or OCEN,
our live entertainment venture in Mexico, a subsidiary of Corporacion
Interamericana de Entretenimiento, S.A. de C.V., or CIE, which owns all the
assets related to CIE's live entertainment business unit in Mexico. Through this
acquisition, we became a shareholder of the leading live entertainment business
in Mexico with several valuable assets including: 11 venues with a total seating
capacity of more than 230,000; TicketMaster, the leading ticket company in
Mexico; several promotional ventures headed by OCEN; food, beverage and
merchandising units; and Audiencias Cautivas, the largest producer in Mexico of
corporate events. We will continue to analyze expanding our business through
acquisitions or investments that add strategic and economic value to the
Company.

                                HOW TO REACH US

     Grupo Televisa, S.A. is a sociedad anonima, a limited liability stock
corporation organized under the laws of the United Mexican States. Our principal
executive offices are located at Avenida Vasco de Quiroga, No. 2000, Colonia
Santa Fe, 01210 Mexico, D.F., Mexico. Our telephone number at that address is
(52-55) 5261 2000.

                                        5
<PAGE>

                              RECENT DEVELOPMENTS

     The following are significant developments since December 31, 2004:

REFINANCING

     On March 23, 2005, we consummated an offer to purchase, for cash, any and
all of our outstanding 8.00% Senior Notes due 2011 and any and all of our
Ps.3,850 million (equivalent to approximately U.S.$342.7 million) aggregate
principal amount 8.15% Unidades de Inversion, or UDI, denominated Notes due
2007. At the expiration of the tender offer periods, we had received tenders
from the holders of approximately U.S.$222.0 million in aggregate principal
amount of the outstanding 8.00% Senior Notes due 2011, representing
approximately 74% of the outstanding principal amount of the Senior Notes, and
approximately Ps.2,935 million (equivalent to approximately U.S.$262.0 million)
in aggregate principal amount of the outstanding 8.15% UDI-denominated Notes due
2007, representing approximately 76% of the outstanding principal amount of the
UDI-denominated Notes. We used the net proceeds from our offering of U.S.$400
million aggregate principal amount of 6.625% Senior Notes due 2025 in March
2005, together with cash on hand, to fund the purchase of outstanding debt
securities tendered pursuant to these tender offers. As a result of these tender
offers and the consummation of our offering of U.S.$400 million aggregate
principal amount of 6.625% Senior Notes due 2025 in March 2005, we expect to
reduce nominal interest expense by approximately U.S.$8.0 million and U.S.$12.0
million per year in 2005 and 2006, respectively. Additionally, with these
transactions, we extended the average term of maturity of our debt from 8.2 to
11.9 years.

DIVIDEND

     On April 29, 2005, at a General Shareholders' Meeting, our shareholders
approved the payment of an extraordinary dividend of Ps.1.00 per CPO, which was
in addition to our ordinary dividend of Ps.0.35 per CPO for a total dividend of
Ps.1.35 per CPO. This extraordinary dividend was paid on May 31, 2005. See
"Dividends."

NOTE OFFERING

     On May 26, 2005, we consummated our offering of U.S.$200 million aggregate
principal amount of 6.625% Senior Notes due 2025. The notes issued in March 2005
and May 2005 are a single series of notes. We are offering to exchange these
notes for new registered notes on the terms described in this prospectus.

FIRST QUARTER RESULTS

     On April 26, 2005, we announced our results of operations for the three
months ended March 31, 2005. For a description of these results, see Exhibit I.
Since the financial information in Exhibit I is presented in constant Mexican
Pesos in purchasing power as of March 31, 2005, the financial information in
Exhibit I is not directly comparable to the financial information included
elsewhere in this offering circular, which, unless otherwise indicated, is
presented in constant Mexican Pesos in purchasing power as of December 31, 2004.

                                        6
<PAGE>

                     SUMMARY OF TERMS OF THE EXCHANGE OFFER

     Set forth below is a summary description of the terms of the exchange
offer. We refer you to "The Exchange Offer" for a more complete description of
the terms of the exchange offer.

New Notes.....................   Up to U.S.$600,000,000 aggregate principal
                                 amount of 6.625% Senior Notes due 2025. The
                                 terms of the new notes and the old notes are
                                 identical in all respects, except that, because
                                 the offer of the new notes will have been
                                 registered under the Securities Act of 1933, or
                                 the Securities Act, the new notes will not be
                                 subject to transfer restrictions, registration
                                 rights or the related provisions for increased
                                 interest if we default under the related
                                 registration rights agreement.

The Exchange Offer............   We are offering to exchange up to
                                 U.S.$600,000,000 aggregate principal amount of
                                 new notes for a like aggregate principal amount
                                 of old notes. Old notes may be tendered only in
                                 integral multiples of U.S.$1,000.

                                 In connection with the private placement of the
                                 old notes on March 18, 2005 and May 26, 2005,
                                 we entered into two registration rights
                                 agreements, which grant holders of the old
                                 notes certain exchange and registration rights.
                                 This exchange offer is intended to satisfy our
                                 obligations under these registration rights
                                 agreements.

                                 If the exchange offer is not completed within
                                 the time period specified in either of the
                                 registration rights agreements, we will be
                                 required to pay additional interest on the old
                                 notes covered by the registration rights
                                 agreements for which the specified time period
                                 was exceeded.

Resale of New Notes...........   Based on existing interpretations by the staff
                                 of the SEC set forth in interpretive letters
                                 issued to parties unrelated to us, we believe
                                 that the new notes may be offered for resale,
                                 resold or otherwise transferred by you without
                                 compliance with the registration and prospectus
                                 delivery requirements of the Securities Act,
                                 provided that:

                                 - you are acquiring the new notes in the
                                   exchange offer in the ordinary course of your
                                   business;

                                 - you are not participating, do not intend to
                                   participate, and have no arrangements or
                                   understandings with any person to participate
                                   in the exchange offer for the purpose of
                                   distributing the new notes; and

                                 - you are not our "affiliate," within the
                                   meaning of Rule 405 under the Securities Act.

                                 If any of the statements above are not true and
                                 you transfer any new notes without delivering a
                                 prospectus that meets the requirements of the
                                 Securities Act or without an exemption from
                                 registration of your new notes from those
                                 requirements, you may incur liability under the
                                 Securities Act. We will not assume or indemnify
                                 you against that liability.

                                 Each broker-dealer that receives new notes for
                                 its own account in exchange for old notes that
                                 were acquired by such broker-dealer as

                                        7
<PAGE>

                                 a result of market-making or other trading
                                 activities may be a statutory underwriter and
                                 must acknowledge that it will comply with the
                                 prospectus delivery requirements of the
                                 Securities Act in connection with any resale or
                                 transfer of the new notes. A broker-dealer may
                                 use this prospectus for an offer to resell,
                                 resale or other transfer of the new notes. See
                                 "Plan of Distribution."

                                 The exchange offer is not being made to, nor
                                 will we accept surrenders of old notes for
                                 exchange from, holders of old notes in any
                                 jurisdiction in which the exchange offer or the
                                 acceptance thereof would not be in compliance
                                 with the securities or blue sky laws of the
                                 jurisdiction.

Consequences of Failure to
Exchange Old Notes for New
Notes.........................   If you do not exchange your old notes for new
                                 notes, you will not be able to offer, sell or
                                 otherwise transfer your old notes except:

                                 - in compliance with the registration
                                   requirements of the Securities Act and any
                                   other applicable securities laws;

                                 - pursuant to an exemption from the securities
                                   laws; or

                                 - in a transaction not subject to the
                                   securities laws.

                                 Old notes that remain outstanding after
                                 completion of the exchange offer will continue
                                 to bear a legend reflecting these restrictions
                                 on transfer. In addition, upon completion of
                                 the exchange offer, you will not be entitled to
                                 any rights to have the resale of old notes
                                 registered under the Securities Act, and we
                                 currently do not intend to register under the
                                 Securities Act the resale of any old notes that
                                 remain outstanding after the completion of the
                                 exchange offer.

Expiration Date...............   The exchange offer will expire at 5:00 p.m.,
                                 New York City time, on    --   , 2005, unless
                                 we extend it. We do not currently intend to
                                 extend the exchange offer.

Interest on the New Notes.....   Interest on the new notes will accrue at the
                                 rate of 6.625% from the date of the last
                                 periodic payment of interest on the old notes
                                 or, if no interest has been paid, from March
                                 18, 2005. No additional interest will be paid
                                 on old notes tendered and accepted for
                                 exchange.

Conditions to the Exchange
Offer.........................   The exchange offer is subject to customary
                                 conditions, including that:

                                 - the exchange offer does not violate
                                   applicable law or any applicable
                                   interpretation of the SEC staff;

                                 - the old notes are validly tendered in
                                   accordance with the exchange offer;

                                 - no action or proceeding would impair our
                                   ability to proceed with the exchange offer;
                                   and

                                 - any governmental approval that we believe, in
                                   our sole discretion, is necessary for the
                                   consummation of the exchange offer, as
                                   outlined in this prospectus, has been
                                   obtained.

                                        8
<PAGE>

                                 The exchange offer is not conditioned upon any
                                 minimum principal amount of old notes being
                                 tendered for exchange. See "The Exchange
                                 Offer -- Conditions."

Procedures for Tendering Old
Notes.........................   If you wish to accept the exchange offer, you
                                 must follow the procedures for book-entry
                                 transfer described in this prospectus, whereby
                                 you will agree to be bound by the letter of
                                 transmittal and we may enforce the letter of
                                 transmittal against you. Questions regarding
                                 the tender of old notes or the exchange offer
                                 generally should be directed to the exchange
                                 agent at one of its addresses specified in "The
                                 Exchange Offer -- Exchange Agent." See "The
                                 Exchange Offer -- Procedures for Tendering" and
                                 "The Exchange Offer -- Guaranteed Delivery
                                 Procedures."

Guaranteed Delivery
Procedures....................   If you wish to tender your old notes and the
                                 procedure for book entry transfer cannot be
                                 completed on a timely basis, you may tender
                                 your old notes according to the guaranteed
                                 delivery procedures described under the heading
                                 "The Exchange Offer -- Guaranteed Delivery
                                 Procedures."

Acceptance of Old Notes and
Delivery of New Notes.........   We will accept for exchange any and all old
                                 notes that are properly tendered in the
                                 exchange offer before 5:00 p.m., New York City
                                 time, on the expiration date, as long as all of
                                 the terms and conditions of the exchange offer
                                 are met. We will deliver the new notes promptly
                                 following the expiration date.

Withdrawal Rights.............   You may withdraw the tender of your old notes
                                 at any time before 5:00 p.m., New York City
                                 time, on the expiration date of the exchange
                                 offer. To withdraw, you must send a written
                                 notice of withdrawal to the exchange agent at
                                 one of its addresses specified in "The Exchange
                                 Offer -- Exchange Agent" before 5:00 p.m., New
                                 York City time, on the expiration date. See
                                 "The Exchange Offer -- Withdrawal of Tenders."

Taxation......................   We believe that the exchange of old notes for
                                 new notes should not be a taxable transaction
                                 for U.S. federal income tax purposes. For a
                                 discussion of certain other U.S. and Mexican
                                 federal tax considerations relating to the
                                 exchange of the old notes for the new notes and
                                 the purchase, ownership and disposition of new
                                 notes, see "Taxation."

Exchange Agent................   The Bank of New York is the exchange agent. The
                                 address, telephone number and facsimile number
                                 of the exchange agent are set forth in "The
                                 Exchange Offer -- Exchange Agent" and in the
                                 back cover of this prospectus.

Use of Proceeds...............   We will not receive any proceeds from the
                                 issuance of the new notes. We are making the
                                 exchange offer solely to satisfy our
                                 obligations under the registration rights
                                 agreements. See "Use of Proceeds" for a
                                 description of our use of the net proceeds
                                 received in connection with the issuances of
                                 the old notes.

                                        9
<PAGE>

                       SUMMARY OF TERMS OF THE NEW NOTES

     The terms of the new notes and the old notes are identical in all respects,
except that, because the offer of the new notes will have been registered under
the Securities Act, the new notes will not be subject to transfer restrictions,
registration rights or the related provisions for increased interest if we
default under either of the registration rights agreements. Unless otherwise
specified, references in this section to the "notes" mean the U.S.$600,000,000
aggregate principal amount of old notes issued on March 18, 2005 and May 26,
2005 and up to an equal principal amount of new notes we are offering hereby.
The new notes will be issued under the same indenture under which the old notes
were issued and, as a holder of new notes, you will be entitled to the same
rights under the indenture that you had as a holder of old notes. The old notes
and the new notes will be treated as a single series of debt securities under
the indenture.

Issuer........................   Grupo Televisa, S.A.

Notes Offered.................   Up to U.S.$600 million aggregate principal
                                 amount of 6.625% Senior Notes due 2025 which
                                 have been registered under the Securities Act

Maturity......................   March 18, 2025

Interest Payment Dates........   Interest on the notes is payable semi-annually
                                 on March 18 and September 18 of each year,
                                 beginning September 18, 2005

Ranking.......................   The notes are our unsecured general obligations
                                 and rank equally with all of our existing and
                                 future unsecured and unsubordinated
                                 indebtedness. The notes effectively rank junior
                                 to all of our secured indebtedness with respect
                                 to the value of our assets securing that
                                 indebtedness and to all of the existing and
                                 future liabilities, including trade payables,
                                 of our subsidiaries.

                                 As of March 31, 2005:

                                 (i) Televisa had approximately Ps.19,672.3
                                     million (equivalent to approximately
                                     U.S.$1,762.9 million using the interbank
                                     free market exchange rate, or the Interbank
                                     Rate, as reported by Banco Nacional de
                                     Mexico, S.A., or Banamex, as of March 31,
                                     2005, which was Ps.11.1590 per U.S. Dollar)
                                     of aggregate liabilities (not including the
                                     notes and excluding liabilities to
                                     subsidiaries), U.S.$1,004.5 million of
                                     which was Dollar-denominated. These
                                     liabilities include approximately
                                     Ps.15,875.1 million (equivalent to
                                     approximately U.S.$1,422.6 million) of
                                     indebtedness, U.S.$985.1 million of which
                                     was Dollar-denominated, all of which would
                                     have effectively ranked equal to the notes;
                                     and

                                 (ii) Televisa's subsidiaries had approximately
                                      Ps.22,070.1 million (equivalent to
                                      approximately U.S.$1,977.8 million at the
                                      Interbank Rate reported by Banamex as of
                                      March 31, 2005) of liabilities (excluding
                                      liabilities to us and excluding guarantees
                                      by subsidiaries of indebtedness of
                                      Televisa), U.S.$570.9 million of which was
                                      Dollar-denominated. These liabilities
                                      include approximately Ps.4,411.2 million
                                      (equivalent to approximately U.S.$395.3
                                      million at the Interbank Rate reported by
                                      Banamex as of March 31, 2005) of
                                      indebtedness, U.S.$304.5 million of which
                                      was dollar-denominated, all of which
                                      (equivalent to approximately

                                        10
<PAGE>

Ps.3,347.7 million) would have effectively ranked senior to the notes.

                                 Peso-denominated information in this paragraph
                                 is stated in constant Mexican Pesos in
                                 purchasing power as of March 31, 2005. The
                                 change in the Mexican National Consumer Price
                                 Index, or the NCPI, for the three month period
                                 ended March 31, 2005 was 0.8%.

Certain Covenants.............   The indenture governing the notes contains
                                 certain covenants relating to Televisa and its
                                 restricted subsidiaries, including covenants
                                 with respect to:

                                 - limitations on liens;

                                 - limitations on sales and leasebacks; and

                                 - limitations on certain mergers,
                                   consolidations and similar transactions.

                                 These covenants are subject to a number of
                                 important qualifications and exceptions. See
                                 "Description of the New Notes -- Certain
                                 Covenants."

Change of Control Offer.......   If we experience specific changes of control,
                                 we must offer to repurchase the notes at 101%
                                 of their principal amount, plus accrued and
                                 unpaid interest. See "Description of the New
                                 Notes -- Certain Covenants -- Repurchase of
                                 Notes upon a Change of Control."

Additional Amounts............   All payments by us in respect of the notes,
                                 whether of principal or interest, will be made
                                 without withholding or deduction for certain
                                 Mexican taxes, unless required by law, in which
                                 case, subject to specified exceptions and
                                 limitations, we will pay such additional
                                 amounts so that the net amount received by the
                                 holders of the notes after such withholding or
                                 deduction will not be less than the amount that
                                 would have been received in the absence of that
                                 withholding or deduction. See "Description of
                                 the New Notes -- Certain Covenants --
                                 Additional Amounts."

Redemption for Changes in
Mexican Withholding Taxes.....   In the event that, as a result of certain
                                 changes in law affecting Mexican withholding
                                 taxes, we become obligated to pay additional
                                 amounts in excess of those attributable to a
                                 Mexican withholding tax rate of 10%, the notes
                                 will be redeemable, as a whole but not in part,
                                 at our option at any time at 100% of their
                                 principal amount plus accrued and unpaid
                                 interest, if any. See "Description of the New
                                 Notes -- Certain Covenants -- Additional
                                 Amounts."

Optional Redemption...........   We may redeem any of the notes at any time in
                                 whole or in part by paying the greater of the
                                 principal amount of the notes and a "make-
                                 whole" amount, plus in each case accrued
                                 interest, as described under "Description of
                                 the New Notes -- Optional Redemption."

Form and Denomination.........   The new notes will be issued in fully
                                 registered book-entry form, with a minimum
                                 denomination of U.S.$100,000 and integral
                                 multiples of U.S.$1,000 in excess thereof.

Trustee and Principal Paying
Agent.........................   The Bank of New York
                                        11
<PAGE>

Governing Law.................   The notes and the indenture are, and following
                                 the completion of the exchange offer will
                                 continue to be, governed by New York law.

Risk Factors..................   See "Risk Factors" and the other information in
                                 this prospectus for a discussion of factors you
                                 should carefully consider before deciding to
                                 participate in the exchange offer.

Luxembourg Listing............   We have applied to list the new notes on the
                                 Luxembourg Stock Exchange.

     For more complete information regarding the new notes, see "Description of
the New Notes."

                                        12
<PAGE>

                             SUMMARY FINANCIAL DATA

    The following tables present our selected consolidated financial information
as of and for each of the periods indicated. This data is qualified in its
entirety by reference to, and should be read together with, our audited year-
end financial statements. The following data for each of the years ended
December 31, 2000, 2001, 2002, 2003 and 2004 has been derived from our audited
year-end financial statements, including the consolidated balance sheets as of
December 31, 2003 and 2004, and the related consolidated statements of income
and changes in financial position for the years ended December 31, 2002, 2003
and 2004 and the accompanying notes appearing elsewhere in this prospectus. The
data should also be read together with "Item 5 -- Operating and Financial Review
and Prospects -- Results of Operations" in the 2004 Form 20-F.

    The exchange rate used in translating Pesos into U.S. Dollars in calculating
the convenience translations included in the following tables is determined by
reference to the Interbank Rate, as reported by Banamex, as of December 31,
2004, which was Ps.11.1490 per U.S. Dollar. The exchange rate translations
contained in this prospectus should not be construed as representations that the
Peso amounts actually represent the U.S. Dollar amounts presented or that they
could be converted into U.S. Dollars at the rate indicated.

    Our year-end financial statements have been prepared in accordance with
Mexican generally accepted accounting principles, or Mexican GAAP, which differ
in some significant respects from U.S. GAAP. Note 26 to our year-end financial
statements appearing in the 2004 Form 20-F provides a description of the
relevant differences between Mexican GAAP and U.S. GAAP as they relate to us,
and a reconciliation to U.S. GAAP of net income and other items for the years
ended December 31, 2002, 2003 and 2004 and stockholders' equity at December 31,
2003 and 2004. Any reconciliation to U.S. GAAP may reveal significant
differences between our stockholders' equity, net income and other items as
reported under Mexican GAAP and U.S. GAAP. See "Risk Factors -- Risk Factors
Related to Mexico -- Differences Between Mexican GAAP and U.S. GAAP May Have an
Impact on the Presentation of Our Financial Information."

    For unaudited selected consolidated financial information as of March 31,
2005 and for the three month periods ended March 31, 2004 and 2005 and a
discussion of our financial results for the three month periods ended March 31,
2004 and 2005, which are presented in constant Pesos in purchasing power as of
March 31, 2005, see Exhibit I to this prospectus. Since the financial
information in Exhibit I and the information under "Capitalization" are
presented in constant Pesos in purchasing power as of March 31, 2005, the
financial information in Exhibit I and the information under "Capitalization"
are not directly comparable to the financial information included elsewhere in
this prospectus, in the table below and in the 2004 Form 20-F, which, unless
otherwise indicated, is presented in constant Pesos in purchasing power as of
December 31, 2004. The change in the Mexican National Consumer Price Index, or
the NCPI, for the three-month period ended March 31, 2005 was 0.8%.

    For a description of our indebtedness as of December 31, 2004, see
"Capitalization" and "Item 5 -- Operating and Financial Review and
Prospects -- Results of Operations -- Liquidity, Foreign Exchange and Capital
Resources -- Indebtedness" included in the 2004 Form 20-F, and as of March 31,
2005, see the financial information in Exhibit I -- Indebtedness and
"Capitalization."

    In December 2001, we entered into an agreement to sell our music recording
operations to Univision, and we consummated this sale in April 2002. We no
longer engage in the music recording business, and under Mexican GAAP, the
results of our music recording segment have been classified as discontinued
operations. See "Item 5 -- Operating and Financial Review and
Prospects -- Results of Operations -- Discontinued Operations" and Note 22 to
our year-end financial statements included in the 2004 Form 20-F.

    Effective April 1, 2004, we began consolidating Sky Mexico, in accordance
with the Financial Accounting Standards Board Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46), which is applicable
under Mexican GAAP Bulletin A-8, "Supplementary Application of International
Accounting Standards."

    At a general extraordinary meeting and at special meetings of the
shareholders of Televisa, held on April 16, 2004, our shareholders approved the
creation of a new class of capital stock, the B Shares, and the distribution of
new shares to our shareholders as part of the recapitalization of our capital
stock or the Recapitalization, as described in the Information Statement dated
March 25, 2004, which was submitted to the U.S. Securities and Exchange
Commission, or the SEC, on Form 6-K on March 25, 2004. Except where otherwise
indicated, all information in the prospectus reflects our capital structure as
of December 31, 2004, and gives effect to the Recapitalization.

                                        13
<PAGE>

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------------------------
                                                         2000         2001         2002         2003         2004         2004
                                                      ----------   ----------   ----------   ----------   ----------   ----------
                                                           (MILLIONS OF PESOS IN PURCHASING POWER AS OF DECEMBER 31, 2004 OR
                                                                             MILLIONS OF U.S. DOLLARS)(1)
<S>                                                   <C>          <C>          <C>          <C>          <C>          <C>
(MEXICAN GAAP)
INCOME STATEMENT DATA:
Net sales...........................................  Ps. 23,605   Ps. 22,734   Ps. 23,580   Ps. 24,786   Ps. 29,314   U.S.$2,629
Operating income....................................       5,700        4,746        5,086        6,360        8,558          768
Integral cost of financing-net(2)...................       1,154          477          670          646        1,516          136
Restructuring and non-recurring charges(3)..........       2,217          628          921          691          395           35
(Loss) income from continuing operations............        (771)       1,652         (431)       3,723        5,570          500
Income (loss) from discontinued operations(4).......          27           16        1,162          (67)          --           --
Cumulative effect of accounting change-net..........          --          (80)          --           --       (1,022)         (92)
Net income (loss)...................................        (955)       1,556          807        3,783        4,317          387
(Loss) income from continuing operations per
  CPO(5)............................................       (0.33)        0.57        (0.12)        1.34         1.83           --
Net income (loss) per CPO(5)........................       (0.33)        0.54         0.28         1.32         1.48           --
Weighted-average number of shares outstanding (in
  millions)(5)......................................     353,185      354,485      353,906      352,421      345,206           --
Shares outstanding (in millions, at year end)(6)....     222,475      221,400      221,210      218,840      341,638           --
(U.S. GAAP)(7)
INCOME STATEMENT DATA:
Net sales...........................................  Ps. 25,105   Ps. 23,876   Ps. 23,807   Ps. 24,786   Ps. 29,314   U.S.$2,629
Operating income....................................       5,048        2,682        3,294        6,153        7,045          632
Income from continuing operations...................       1,318        2,413          110        2,950        3,473          312
Cumulative effect of accounting change-net..........          --         (909)      (1,348)          --           --           --
Net (loss) income...................................         219        1,504       (1,239)       2,950        3,473          312
Income from continuing operations per CPO(5)........        0.44         1.01         0.04         1.01         1.19           --
Net (loss) income per CPO(5)........................        0.06         0.51        (0.42)        1.01         1.19           --
Weighted-average number of Shares outstanding (in
  millions)(6)......................................     353,185      354,485      353,906      352,421      345,206           --
Shares outstanding (in millions, at year end)(6)....     222,475      221,400      221,210      218,840      341,638           --
(MEXICAN GAAP)
BALANCE SHEET DATA (END OF YEAR):
Cash and temporary investments......................  Ps.  9,109   Ps.  6,503   Ps.  9,610   Ps. 12,900   Ps. 16,641   U.S.$1,493
Total assets........................................      56,352       56,879       61,703       68,121       73,884        6,627
Current notes payable to banks and other notes
  payable(8)........................................         417          387        1,355          300        3,297          296
Long-term debt(9)...................................      13,123       14,822       14,597       15,467       18,944        1,699
Customer deposits and advances......................      11,966       12,487       12,854       14,731       15,303        1,373
Capital stock issued................................       8,328        8,328        8,328        8,633        9,571          858
Total stockholders' equity (including minority
  interest).........................................      21,227       21,652       23,323       28,955       27,604        2,476
(U.S. GAAP)(7)
BALANCE SHEET DATA (END OF YEAR):
Property, plant and equipment, net..................  Ps. 16,240   Ps. 16,465   Ps. 16,626   Ps. 16,025   Ps. 18,826   U.S.$1,689
Total assets........................................      53,238       59,187       61,649       71,177       77,182        6,923
Current notes payable to banks and other notes
  payable(8)........................................         417          387        1,355          300        3,297          296
Long-term debt(9)...................................      13,123       14,822       14,597       15,467       18,944        1,699
Total stockholders' equity (excluding minority
  interest).........................................      19,027       20,693       19,312       25,438       24,491        2,197
(MEXICAN GAAP)
OTHER FINANCIAL INFORMATION:
Capital expenditures................................    Ps.1,810     Ps.1,538     Ps.1,548     Ps.1,120     Ps.1,947     U.S.$175
Ratio of earnings to fixed charges..................         1.8          2.6          1.7          3.4          3.4           --
(U.S. GAAP)(7)
OTHER FINANCIAL INFORMATION:
Cash provided by operating activities...............       1,396        1,688        6,131        5,202        7,971          715
Cash provided by (used for) financing activities....         443        2,351          408       (1,388)      (1,543)        (138)
Cash used for investing activities..................        (532)      (6,348)      (3,273)      (2,272)        (813)         (73)
Ratio of earnings to fixed charges..................         2.3          2.9           --          4.3          2.7           --
OTHER DATA (UNAUDITED):
Average prime time audience share (TV
  broadcasting)(10).................................        73.7%        70.5%        72.4%        70.1%        68.9%          --
Average prime time rating (TV broadcasting)(10).....        41.0         39.1         39.6         38.1         36.7           --
Magazine circulation (millions of copies)(11).......         140          132          137          128          127           --
Number of employees (at year end)...................      14,600       13,700       12,600       12,300       14,100           --
Number of Innova subscribers (in thousands at year
  end)(12)..........................................         590          716          738          857        1,003           --
Number of Cablevision subscribers (in thousands at
  year end)(13).....................................         403          452          412          364          355           --
Number of EsMas.com registered users (in thousands
  at year end)(14)..................................         375          866        2,514        3,085        3,665           --
</Table>

                                        14
<PAGE>

NOTES TO SELECTED CONSOLIDATED FINANCIAL INFORMATION:
- ---------------

 (1) Except per CPO, ratio, average audience share, average rating, magazine
     circulation, employee, subscriber and registered user data. Information in
     these footnotes is in thousands of Pesos in purchasing power as of December
     31, 2004, unless otherwise indicated.

 (2) Includes interest expense, interest income, foreign exchange gain or
     loss -- net, gain or loss from monetary position and monetary results
     classified as provisions for deferred income taxes. See Note 18 to our
     year-end financial statements.

 (3) See Note 19 to our year-end financial statements.

 (4) See Note 22 to our year-end financial statements.

 (5) For further analysis of income (loss) from continuing operations per CPO
     and net income (loss) per CPO (as well as corresponding amounts per A Share
     not traded as CPOs), see Note 23 (for the calculation under Mexican GAAP)
     and Note 26 (for the calculation under U.S. GAAP) to our year-end financial
     statements.

 (6) As of December 31, 2004, after giving effect to the Recapitalization we had
     four classes of common stock: A shares, B shares, L shares and D shares.
     For purposes of this table, the weighted-average number of shares for all
     periods reflects the 25-for-one stock split and the 14-for-one stock
     dividend from the Recapitalization, and the number of shares outstanding
     for all periods reflects the 25-for-one stock split from the
     Recapitalization. As of December 31, 2004, for legal purposes, there were
     approximately 2,617 million CPOs issued and outstanding, each of which was
     represented by 25 A shares, 22 B shares, 35 L shares and 35 D shares and an
     additional number of approximately 58,927 million A shares and 2,357
     million B shares (not in the form of CPO units). See Note 13 to our
     year-end financial statements.

       As of December 31, 2003, we had three classes of common stock: A Shares,
       L Shares and D Shares. As of December 31, 2003, some of our A Shares, and
       all of our L Shares and D Shares, were publicly traded in Mexico in the
       form of CPOs, each of which represented one A Share, one L Share and one
       D Share, and were publicly traded in the United States in the form of
       GDSs, each of which represents 20 CPOs. See Note 13 to our year-end
       financial statements.

       The number of CPOs and shares authorized, issued and outstanding for
       financial reporting purposes under Mexican and U.S. GAAP is different
       than the number of CPOs issued and outstanding for legal purposes,
       because under Mexican and U.S. GAAP shares owned by subsidiaries and/or
       the trusts created to implement our stock purchase plan and our long-term
       retention plan are not considered issued and outstanding for financial
       reporting purposes.

 (7) See Note 26 to our year-end financial statements. In contrast to Mexican
     GAAP, the results of our music recording segment are not reflected as
     discontinued operations under U.S. GAAP, since we continue to have
     significant influence over Univision.

 (8) Current notes payable to banks and other notes payable include Ps.68.7
     million, Ps.14.8 million and Ps.7.7 million of other notes payable as of
     December 31, 2000, 2001 and 2002, respectively. As of December 31, 2003 and
     2004, there are no other notes payable outstanding. See Note 8 to our
     year-end financial statements.

 (9) Long-term debt includes the Ps.86.5 million and Ps.7.1 million of other
     notes payable as of December 31, 2000 and 2001, respectively. As of
     December 31, 2002, 2003 and 2004, there are no other long-term notes
     payable. See "Item 5 -- Operating and Financial Review and
     Prospects -- Results of Operations -- Liquidity, Foreign Exchange and
     Capital Resources -- Indebtedness" included in the 2004 Form 20-F and Note
     8 to our year-end financial statements.

(10) "Average prime time audience share" for a period refers to the average
     daily prime time audience share for all of our networks and stations during
     that period, and "average rating" for a period refers to the average daily
     rating for all of our networks and stations during that period, each rating
     point representing one percent of all television households. As used in
     this prospectus, "prime time" in Mexico is 4:00 p.m. to 11:00 p.m., seven
     days a week, and "weekday prime time" is 7:00 p.m. to 11:00 p.m., Monday
     through

                                        15
<PAGE>

     Friday. Data for all periods reflects the average prime time audience share
     and ratings nationwide as published by IBOPE Mexico. For further
     information regarding audience share and ratings information and IBOPE
     Mexico, see "Item 4 -- Information on the Company -- Business
     Overview -- Television -- Television Broadcasting" included in the 2004
     Form 20-F.

(11) The figures set forth in this line item represent total circulation of
     magazines that we publish independently and through joint ventures and
     other arrangements and do not represent magazines distributed on behalf of
     third parties.

(12) Innova, S. de R.L. de C.V., or Innova, our direct-to-home, or DTH,
     satellite service in Mexico, commenced operations on December 15, 1996. The
     figures set forth in this line item represent the total number of gross
     active residential and commercial subscribers for Innova at the end of each
     year presented. Our share in the results of operations of Innova through
     December 31, 2000 was included in our income statement under the line item
     "Equity in losses of affiliates." For a description of Innova's business
     and results of operations and financial condition, see "Item
     4 -- Information on the Company -- Business Overview -- DTH Joint
     Ventures -- Mexico" and Innova's year-end financial statements for the
     years ended December 31, 2002 and 2003 included in the 2004 Form 20-F.
     Under Mexican GAAP, effective January 1, 2001 and through March 31, 2004,
     we did not recognize equity in losses in respect of our investment in
     Innova in our income statement. See "Item 5 -- Operating and Financial
     Review and Prospects -- Results of Operations -- Equity in Losses of
     Affiliates" included in the 2004 Form 20-F. Beginning April 1, 2004, Innova
     was consolidated in our financial results.

(13) The figures set forth in this line item represent the total number of
     subscribers for Cablevision's basic service package at the end of each year
     presented. For a description of Cablevision's business and results of
     operations and financial condition, see "Item 5 -- Operating and Financial
     Review and Prospects -- Results of Operations -- Cable Television" and
     "Item 4 -- Information on the Company -- Business Overview -- Cable
     Television" included in the 2004 Form 20-F.

(14) We launched EsMas.com in May 2000. Since May 2000, the results of
     operations of EsMas.com have been included in the results of operations of
     our Other Businesses segment. See "Item 5 -- Operating and Financial Review
     and Prospects -- Results of Operations -- Other Businesses" included in the
     2004 Form 20-F. For a description of EsMas.com, see "Item 4 -- Information
     on the Company -- Business Overview -- Other Businesses -- EsMas.com"
     included in the 2004 Form 20-F. The figures set forth in this line item
     represent the number of registered users in each year presented. The term
     "registered user" means a visitor that has completed a profile
     questionnaire that enables the visitor to use the e-mail service provided
     by EsMas.com."

                                        16
<PAGE>

                                  RISK FACTORS

     An investment in the new notes involves risk. You should consider carefully
the following factors, as well as all other information in this prospectus,
before deciding to participate in the exchange offer.

                         RISK FACTORS RELATED TO MEXICO

ECONOMIC AND POLITICAL DEVELOPMENTS IN MEXICO MAY ADVERSELY AFFECT OUR BUSINESS

     Most of our operations and assets are located in Mexico. As a result, our
financial condition, results of operations and business may be affected by the
general condition of the Mexican economy, the devaluation of the Peso as
compared to the U.S. Dollar, Mexican inflation, interest rates, regulation,
taxation, social instability and political, social and economic developments in
Mexico.

MEXICO HAS EXPERIENCED ADVERSE ECONOMIC CONDITIONS

     Mexico has historically experienced uneven periods of economic growth. In
2001, Mexico's GDP decreased 0.2% primarily as a result of the downturn in the
U.S. economy. Mexican GDP increased 0.8%, 1.4%, 4.4% and 0.4% in 2002, 2003,
2004 and the three month period ended March 31, 2005, respectively. Inflation in
2002, 2003, 2004 and the three month period ended March 31, 2005 was 5.7%,
4.0%,5.2% and 0.8%, respectively. Although these inflation rates tend to be
lower than Mexico's historical inflation rates, Mexico's current level of
inflation remains higher than the annual inflation rates of its main trading
partners, including the U.S. GDP growth fell short of Mexican government
estimates in 2004; however, according to Mexican government estimates, GDP in
Mexico is expected to grow by approximately 3.5% to 4.0%, while inflation is
expected to be less than 4.0%, in 2005. We cannot assure you that these
estimates will prove to be accurate.

     If the Mexican economy should fall into a recession or if inflation and
interest rates increase significantly, our business, financial condition and
results of operations may be adversely affected for the following reasons:

     - demand for advertising may decrease both because consumers may reduce
       expenditures for our advertisers' products and because advertisers may
       reduce advertising expenditures; and

     - demand for publications, cable television, DTH satellite services,
       pay-per-view programming and other services and products may decrease
       because consumers may find it difficult to pay for these services and
       products.

DEVELOPMENTS IN OTHER EMERGING MARKET COUNTRIES OR IN THE U.S. MAY AFFECT US AND
THE PRICES FOR OUR DEBT SECURITIES

     The market value of securities of Mexican companies, the economic and
political situation in Mexico and our financial condition and results of
operations are, to varying degrees, affected by economic and market conditions
in other emerging market countries and in the U.S. Although economic conditions
in other emerging market countries and in the U.S. may differ significantly from
economic conditions in Mexico, investors' reactions to developments in any of
these other countries may have an adverse effect on the market value or trading
price of securities of Mexican issuers, including our debt securities, or on our
business.

     In particular, Argentina's continued insolvency and default on its public
debt, could adversely affect Mexico, the market value of our debt securities or
our business. Although a majority of the foreign holders of Argentina's
indebtedness have agreed to exchange their securities in connection with
Argentina's restructuring, holders of a substantial amount of the country's
indebtedness have refused such exchange. To the extent that the Argentine
government is unsuccessful in preventing further economic decline, the crisis
may also adversely affect Mexico, the price of our securities or our business.

     In addition, the political and economic future of Venezuela remains
uncertain. A nationwide general strike that occurred between December 2002 and
January 2003 caused a significant reduction in oil production in Venezuela, and
has had a material adverse effect on Venezuela's oil-dependent economy. In
February 2003, Venezuelan authorities imposed foreign exchange and price
controls on specified products. Inflation continues
                                        17
<PAGE>

to grow despite price controls and the political and economic environment has
continued to deteriorate. Venezuela has experienced increasing social
instability and massive public demonstrations against President Chavez. We
cannot predict what effect, if any, the decisions of the Venezuelan government
will have on the economies of other emerging market countries, including Mexico,
the price of our debt securities or our business.

     Our operations, including demand for our products or services, and the
price of our debt securities, have also historically been adversely affected by
increases in interest rates in the U.S. and elsewhere. The Federal Reserve Bank
of the U.S. has signaled that it will continue implementing "measured" increases
in interest rates in 2005. As interest rates rise, the prices of our debt
securities may fall.

MILITARY OPERATIONS IN IRAQ AND ELSEWHERE HAVE NEGATIVELY AFFECTED INDUSTRY AND
ECONOMIC CONDITIONS GLOBALLY, AND THESE CONDITIONS HAVE HAD, AND MAY CONTINUE TO
HAVE, A NEGATIVE EFFECT ON OUR BUSINESS

     Our profitability is affected by numerous factors, including changes in
viewing preferences, priorities of advertisers and reductions in advertisers'
budgets. Historically, advertising in most forms of media has correlated
positively with the general condition of the economy and thus, is subject to the
risks that arise from adverse changes in domestic and global economic
conditions, consumer confidence and spending, which may decline as a result of
numerous factors outside of our control, such as terrorist attacks and acts of
war. Military operations in Iraq have depressed economic activity in the U.S.
and globally, including the Mexican economy. Since the invasion, there have been
terrorist attacks abroad, such as the terrorist attacks in Madrid on March 11,
2004, as well as ongoing threats of future terrorist attacks in the U.S. and
abroad. Although it is not possible at this time to determine the long-term
effect of these terrorist threats and attacks and the consequent response by the
U.S., there can be no assurance that there will not be other attacks or threats
in the U.S. or abroad that will lead to a further economic contraction in the
U.S. or any other major markets. In the short term, however, terrorist activity
against the U.S. and the U.S. military operations in Iraq have contributed to
the uncertainty of the stability of the U.S. economy as well as global capital
markets. It is not certain how long these economic conditions will continue. If
terrorist attacks continue or become more prevalent or serious, if the economic
conditions in the U.S. decline or if a global recession materializes, our
business, financial condition and results of operations may be materially and
adversely affected.

CURRENCY FLUCTUATIONS OR THE DEVALUATION AND DEPRECIATION OF THE PESO COULD
LIMIT THE ABILITY OF OUR COMPANY AND OTHERS TO CONVERT PESOS INTO U.S. DOLLARS
OR OTHER CURRENCIES WHICH COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL
CONDITION OR RESULTS OF OPERATIONS

     A portion of our indebtedness and a significant amount of our costs are
U.S. Dollar-denominated, while our revenues are primarily Peso-denominated. As a
result, decreases in the value of the Peso against the U.S. Dollar could cause
us to incur foreign exchange losses, which would reduce our net income.

     Severe devaluation or depreciation of the Peso may also result in
governmental intervention, as has resulted in Argentina, or disruption of
international foreign exchange markets. This may limit our ability to transfer
or convert Pesos into U.S. Dollars and other currencies for the purpose of
making timely payments of interest and principal on our indebtedness and
adversely affect our ability to obtain foreign programming and other imported
goods. The Mexican economy has suffered current account balance payment of
deficits and shortages in foreign exchange reserves in the past. While the
Mexican government does not currently restrict, and for more than ten years has
not restricted, the right or ability of Mexican or foreign persons or entities
to convert Pesos into U.S. Dollars or to transfer other currencies outside of
Mexico, the Mexican government could institute restrictive exchange control
policies in the future. To the extent that the Mexican government institutes
restrictive exchange control policies in the future, our ability to transfer or
convert pesos into U.S. Dollars for the purpose of making timely payments of
interest and principal on indebtedness, including the notes, would be adversely
affected. Devaluation or depreciation of the Peso against the U.S. Dollar may
also adversely affect U.S. Dollar prices for our debt securities.

                                        18
<PAGE>

HIGH INFLATION RATES IN MEXICO MAY DECREASE DEMAND FOR OUR SERVICES WHILE
INCREASING OUR COSTS

     Mexico historically has experienced high levels of inflation, although the
rates have been lower in recent years. The annual rate of inflation, as measured
by changes in the NCPI was 5.7% for 2002, 4.0% for 2003, 5.2% for 2004 and 0.8%
for the three-month period ended March 31, 2005. Nonetheless, at approximately
4.4% per annum (as measured from March 2004 to March 2005), Mexico's current
level of inflation remains higher than the annual inflation rates of its main
trading partners. High inflation rates can adversely affect our business and
results of operations in the following ways:

     - inflation can adversely affect consumer purchasing power, thereby
       adversely affecting consumer and advertiser demand for our services and
       products;

     - to the extent inflation exceeds our price increases, our prices and
       revenues will be adversely affected in "real" terms; and

     - if the rate of Mexican inflation exceeds the rate of devaluation of the
       Peso against the U.S. Dollar, our U.S. Dollar-denominated sales will
       decrease in relative terms when stated in constant Mexican Pesos.

HIGH INTEREST RATES IN MEXICO COULD INCREASE OUR FINANCING COSTS

     Mexico historically has had, and may continue to have, high real and
nominal interest rates. The interest rates on 28-day Mexican government treasury
securities averaged 6.2%, 6.8% and 9.1% for 2003, 2004 and for the three month
period ended March 31, 2005, respectively. Accordingly, if we have to incur
Peso-denominated debt in the future, it will likely be at higher interest rates.

POLITICAL EVENTS IN MEXICO COULD AFFECT MEXICAN ECONOMIC POLICY AND OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Mexico's President Vicente Fox has encountered strong opposition to a
number of his proposed reforms in both the Chamber of Deputies and the Senate,
where opposition forces have frequently joined to block his initiatives.
Although the Mexican economy has exhibited signs of improvement, general
economic sluggishness continues. This continuing weakness in the Mexican
economy, combined with recent political events, has slowed economic reform and
progress. In the 2003 and 2004 elections, the political party of President Fox,
the Partido Accion Nacional, or the National Action Party, lost additional seats
in the Mexican congress, as well as state governorships. The increased party
opposition and legislative gridlock arising out of the elections could further
hinder President Fox's ability to implement his economic reforms. Presidential
and federal congressional elections in Mexico are scheduled to be held in July
2006. Under Mexican law, President Fox cannot run for re-election. The electoral
process could lead to further friction among political parties and the executive
branch officers, which could potentially cause additional political and economic
instability. Additionally, once the President and representatives are elected,
there could be significant changes in laws, public policies and government
programs, which could have a material adverse effect on the Mexican economic and
political situation which, in turn may adversely affect our business, financial
condition and results of operations.

     National politicians are currently focused on the 2006 elections and
crucial reforms regarding fiscal and labor policies, gas, electricity, social
security and oil have not been and may not be approved. In addition, recent
impeachment proceedings of Andres Manuel Lopez Obrador, the mayor of Mexico
City, have increased political uncertainty. The effects on the social and
political situation in Mexico, including the 2006 presidential elections and
presidential succession, could adversely affect the Mexican economy, including
the stability of its currency, which in turn could have a material adverse
effect on our business, financial condition and results of operations, as well
as market conditions and prices for our securities.

MEXICAN ANTITRUST LAWS MAY LIMIT OUR ABILITY TO EXPAND THROUGH ACQUISITIONS OR
JOINT VENTURES

     Mexico's federal antitrust laws and regulations may affect some of our
activities, including our ability to introduce new products and services, enter
into new or complementary businesses or joint ventures and complete
acquisitions. In addition, the federal antitrust laws and regulations may
adversely affect our ability to
                                        19
<PAGE>

determine the rates we charge for our services and products. Approval of the
Comision Federal de Competencia, or Mexican Antitrust Commission, is required
for us to acquire and sell significant businesses or enter into significant
joint ventures. In 2002, the Mexican Antitrust Commission did not approve the
proposed merger of our radio subsidiary Sistema Radiopolis, S.A. de C.V., or
Sistema Radiopolis, with Grupo Acir Comunicaciones, S.A. de C.V., or Grupo Acir,
and it may not approve possible future acquisitions or joint ventures that we
may pursue.

DIFFERENCES BETWEEN MEXICAN GAAP AND U.S. GAAP MAY HAVE AN IMPACT ON THE
PRESENTATION OF OUR FINANCIAL INFORMATION

     Our annual audited consolidated financial statements are prepared in
accordance with Mexican GAAP, which differ in some significant respects from
U.S. GAAP. We are required, however, to file an annual report on Form 20-F
containing financial statements reconciled to U.S. GAAP, although this filing
only contains year-end financial statements reconciled to U.S. GAAP for the
three most recent fiscal years since its filing. See Note 26 to our year-end
financial statements included in the 2004 Form 20-F for a description of the
principal differences between Mexican GAAP and U.S. GAAP applicable to us. In
addition, we do not publish U.S. GAAP information on an interim basis.

                 RISK FACTORS RELATED TO OUR MAJOR SHAREHOLDERS

EMILIO AZCARRAGA JEAN HAS SUBSTANTIAL INFLUENCE OVER OUR MANAGEMENT AND THE
INTERESTS OF MR. AZCARRAGA JEAN MAY DIFFER FROM THOSE OF OTHER SHAREHOLDERS

     We have four classes of common stock: A Shares, B Shares, D Shares, and L
Shares. As of March 31, 2005, approximately 49.87% of the outstanding A Shares,
13.35% of the outstanding B Shares, 13.90% of the outstanding D Shares and
13.90% of the outstanding L Shares of our Company are held through a trust,
including shares in the form of CPOs, or the Shareholder Trust. The largest
beneficiary of the Shareholder Trust is a trust for the benefit of Emilio
Azcarraga Jean. As a result, Emilio Azcarraga Jean controls the voting of the
Shares held through the Shareholder Trust. The A Shares held through the
Shareholder Trust constitute a majority of the A Shares whose holders are
entitled to vote, because non-Mexican holders of Certificados de Participacion
Ordinarios, or CPOs, and Global Depositary Shares, or GDSs, are not permitted by
law to vote the underlying A Shares. Accordingly, and so long as non-Mexicans
own more than a minimal number of A Shares, Emilio Azcarraga Jean will have the
ability to direct the election of 11 out of 20 members of our Board as well as,
prevent certain actions by the shareholders, including the timing and payment of
dividends, if he so chooses. See "Item 7 -- Major Shareholders and Related Party
Transactions -- The Major Shareholders" included in the 2004 Form 20-F.

AS CONTROLLING SHAREHOLDER, EMILIO AZCARRAGA JEAN WILL HAVE THE ABILITY TO LIMIT
OUR ABILITY TO RAISE CAPITAL, WHICH WOULD REQUIRE US TO SEEK OTHER FINANCING
ARRANGEMENTS

     Emilio Azcarraga Jean has the voting power to prevent us from raising money
through equity offerings. Mr. Azcarraga Jean has informed us that if we conduct
a primary sale of our equity, he would consider exercising his pre-emptive
rights to purchase a sufficient number of additional A shares in order to
maintain such power. In the event that Mr. Azcarraga Jean is unwilling to
subscribe for additional Shares and/or prevents us from raising money through
equity offerings, we would need to raise money through a combination of debt or
other form of financing, which we may not obtain, or if so, possibly not on
favorable terms.

                      RISK FACTORS RELATED TO OUR BUSINESS

THE OPERATION OF OUR BUSINESS MAY BE TERMINATED OR INTERRUPTED IF THE MEXICAN
GOVERNMENT DOES NOT RENEW OR REVOKES OUR BROADCAST OR OTHER CONCESSIONS;
PROPOSED REVISIONS TO THE LEY FEDERAL DE RADIO Y TELEVISION, OR RADIO AND
TELEVISION LAW, IF ADOPTED, COULD ADVERSELY IMPACT OUR RESULTS OF OPERATIONS

     Under Mexican law, we need concessions from the Secretaria de
Comunicaciones y Transportes, or SCT, to broadcast our programming over our
television and radio stations and our cable and DTH satellite systems.
                                        20
<PAGE>

In July 2004, in connection with the adoption of a release issued by the SCT for
the transition to digital television, all of our television concessions were
renewed until 2021. The expiration dates for the concessions for our radio
stations range from 2008 to 2016. Our cable telecommunications concessions
expire in 2029. In the past, the SCT has typically renewed the concessions of
those concessionaires that comply with the requisite procedures set forth for
renewal under Mexican law. The SCT can revoke our concessions and the Mexican
government can require us to forfeit our broadcast assets under the
circumstances described under "Item 4 -- Information on the Company -- Business
Overview -- Regulation" included in the 2004 Form 20-F. This may not happen in
the future and the current law may change or be superseded by new laws. In this
regard, there is currently a proposal to enact a new Ley Federal de Radio y
Television which is being discussed by a sub-commission of the Mexican Congress,
that may be introduced to the Mexican Congress for discussion and, if it is so
introduced, for approval. We cannot assure you that any proposal to enact a new
Ley Federal de Radio y Television will be introduced to or adopted by the
Mexican Congress, and, if it is, the terms of any such proposal and the impact
it would have on our results of operations.

WE FACE COMPETITION IN EACH OF OUR MARKETS THAT WE EXPECT WILL INTENSIFY

     We face competition in all of our businesses, including television
advertising and other media businesses, as well as our strategic investments and
joint ventures. In particular, we face substantial competition from TV Azteca,
S.A. de C.V., or TV Azteca. See "Item 4 -- Information on the
Company -- Business Overview -- Television -- Television Industry in Mexico" and
"-- Television Broadcasting" included in the 2004 Form 20-F. In addition, the
entertainment and communications industries in which we operate are changing
rapidly because of evolving distribution technologies. Our future success will
be affected by these changes, which we cannot predict. Consolidation in the
entertainment and broadcast industries could further intensify competitive
pressures. As the pay-television market in Mexico matures, we expect to face
competition from an increasing number of sources, including emerging
technologies that provide new services to pay-television customers and require
us to make significant capital expenditures in new technologies. Developments
may limit our access to new distribution channels, may require us to make
significant capital expenditures in order to have access to new digital and
other distribution channels or may create additional competitive pressures on
some or all of our businesses.

THE SEASONAL NATURE OF OUR BUSINESS AFFECTS OUR REVENUE AND A SIGNIFICANT
REDUCTION IN FOURTH QUARTER NET SALES COULD IMPACT OUR RESULTS OF OPERATIONS

     Our business reflects seasonal patterns of advertising expenditures, which
is common in the television broadcast industry. We typically recognize a
disproportionately large percentage of our overall advertising net sales in the
fourth quarter in connection with the holiday shopping season. For example, in
2003 and 2004 we recognized 29.8% and 28.7%, respectively, of our net sales in
the fourth quarter of the year. Accordingly, a significant reduction in fourth
quarter advertising revenue could adversely affect our business, financial
condition and results of operations.

FUTURE ACTIVITIES WHICH WE MAY WISH TO UNDERTAKE IN THE U.S. MAY BE AFFECTED BY
OUR ARRANGEMENTS WITH UNIVISION. THESE ACTIVITIES, AS WELL AS A CURRENT DISPUTE
WE ARE HAVING WITH UNIVISION, MAY AFFECT OUR RELATIONSHIP WITH, AND OUR EQUITY
INTEREST IN, UNIVISION.

     We have a program license agreement with Univision whereby we have granted
Univision an exclusive right to broadcast our television programming in the
U.S., with some exceptions, as described in "Item 4 -- Information on the
Company -- Business Overview -- Univision" included in the 2004 Form 20-F.

     We are required to offer Univision the opportunity to acquire a 50%
economic interest in our interest in certain Spanish-language television
broadcasting ventures to the extent they relate to U.S. Spanish-language
television broadcasting. Should Univision exercise these rights, Univision would
reduce our share of potentially lucrative corporate opportunities involving
these ventures. In April 2003, we entered into a joint venture with Univision to
introduce our satellite and cable pay-TV programming into the U.S., including
two of our existing movie channels and three channels featuring music videos,
celebrity lifestyle, interviews and entertainment news programming, and to
create future channels available in the U.S. that feature our
                                        21
<PAGE>

programming. See "Item 4 -- Information on the Company -- Business
Overview -- Univision" included in the 2004 Form 20-F. The current joint venture
with Univision and any future venture we might pursue involving U.S.
Spanish-language television broadcasting, with or without Univision as a
partner, may compete directly with Univision to the extent such ventures seek
viewership among Hispanic households in the U.S. Direct competition between
Univision and these ventures could have a material adverse effect on the
financial condition and results of operations of our joint ventures and the
value of our investment in Univision.

     We are currently involved in a dispute with Univision related to the
program license agreement and other issues. In that regard, on May 9, 2005, we
filed a complaint in the United States District Court Central District of
California alleging, among other things, that Univision breached the program
license agreement by failing to pay certain royalties and by making certain
unauthorized edits of our programs. In connection with these claims, we are
seeking monetary relief in an amount not less than U.S.$1.5 million, declaratory
relief against Univision's ability to recover approximately U.S.$5 million of
royalties previously paid to us, and an injunction against the alteration of our
programs without our consent. We cannot assure you that we will prevail in the
case we filed against Univision or any litigation Univision may initiate. In
addition, effective as of May 9, 2005, Emilio Azcarraga Jean resigned as a
director, and Alfonso de Angoitia Noriega resigned as an alternate director, of
Univision. While we have the right to elect one director and one alternate
director to the Univision board, we have not determined whether we will seek to
elect replacements for Mr. Azcarraga Jean and Mr. de Angoitia Noriega. We cannot
predict how our overall business relationship with Univision will be affected by
this dispute.

     In addition, in the past, we had disagreements with Univision over our
ability to broadcast over the Internet programs to which Univision had rights in
the U.S. As part of the amendments in December 2001 to our arrangements with
Univision, we agreed that for a five-year period, ending December 2006, we and
Univision each would have limited rights to transmit via the Internet certain
limited programming. At the end of this period, the terms of our agreement with
Univision in respect of these rights will revert to the provisions of our prior
agreement. We continue to believe that these terms allow us to distribute
internationally, including in the U.S., on our Internet service originating from
Mexico, programs to which Univision believes it has exclusive rights in the U.S.
If Univision disagrees with our position, we cannot assure you as to whether,
after December 2006, we will provide our television programming over the
Internet for U.S. distribution. However, if we do provide our programming for
U.S. distribution via the Internet, Univision may commence legal proceedings and
we may not prevail in litigation.

     In addition, by operation of the ownership rules and policies of the U.S.
Federal Communications Commission, or the FCC, our interest in Univision may
limit our ability to invest in other U.S. media entities. See "Item
4 -- Information on the Company -- Business Overview -- Regulation --
Television -- U.S. Regulation of Broadcast Stations" included in the 2004 Form
20-F.

WE HAVE EXPERIENCED SUBSTANTIAL LOSSES, PRIMARILY IN RESPECT OF OUR INVESTMENTS
IN INNOVA AND SKY MULTI-COUNTRY PARTNERS, AND EXPECT TO CONTINUE TO EXPERIENCE
SUBSTANTIAL LOSSES AS A RESULT OF OUR PARTICIPATION IN DTH JOINT VENTURES, WHICH
WOULD ADVERSELY AFFECT OUR NET INCOME

     We have invested a significant amount to develop DTH satellite services
primarily in Mexico and other countries throughout Latin America. Although
Innova achieved net income for the first time in 2004 and generated positive
cash flow in 2003 and 2004, we have, in the past, experienced substantial losses
and substantial negative cash flow, and we may experience substantial losses
over the next several years, as a result of our participation in the DTH joint
ventures, which would adversely affect our net income. We cannot assure you that
Innova will continue to generate net income in the upcoming years, principally
due to the substantial capital expenditures and investments required to expand
and improve its DTH service, the impact of any potential devaluation of the Peso
versus the U.S. Dollar on Innova's financial structure, as well as the strong
competition that exists in the pay-television industry in Mexico. See Notes 10
and 12 to our year-end financial statements. See "Item 5 -- Operating and
Financial Review and Prospects -- Results of Operations -- Equity in Losses of
Affiliates" included in the 2004 Form 20-F.

                                        22
<PAGE>

     We own a 60% interest in Innova, our DTH joint venture in Mexico. The
balance of Innova's equity is owned by News Corp. and Liberty Media. Although we
hold a majority of Innova's equity, News Corp. has significant governance
rights, including the right to block any transaction between us and Innova.
Accordingly, we do not have complete control over the operations of Innova. The
indenture that governs the terms of the notes issued by Innova in September 2003
and the credit agreement entered into in December 2004 both contain covenants
that restrict the ability of Innova to pay dividends and make investments and
other restricted payments.

     We own minority interests in DTH joint ventures in Colombia and Chile
through Sky Multi-Country Partners, or MCOP, a U.S. partnership in which we,
News Corp., and Globo Comunicacoes e Participacoes S.A., or Globopar, a
Brazilian multimedia company, supply programming and other services, to the Sky
DTH platforms in Latin America outside Mexico and Brazil. See "Item
4 -- Information on the Company -- Business Overview -- DTH Joint Ventures"
included in the 2004 Form 20-F. Although we have some governance rights, we do
not control these joint ventures.

     In October 2004, we, Innova, News Corp., Liberty Media and Globopar entered
into a series of transactions with each other and with The DIRECTV Group, Inc.,
or DIRECTV, relating to our DTH joint ventures, which, if consummated, would
result in (i) Innova being owned 57% by us and 43% by DIRECTV and DIRECTV Latin
America, or DTVLA, and (ii) MCOP being wholly owned by DIRECTV. See "Item
4 -- Information on the Company -- Business Overview -- DTH Joint Ventures"
included in the 2004 Form 20-F.

MCOP'S INABILITY TO PROVIDE FINANCIAL SUPPORT TO TECHCO COULD COMPROMISE
INNOVA'S ABILITY TO PROVIDE SERVICES TO ITS CUSTOMERS

     DTH TechCo Partners, or TechCo, is a U.S. partnership formed to provide
certain technical services from two uplink facilities located in Florida. TechCo
provides these services primarily to MCOP, Innova and Sky Brasil Servicos Ltda.,
or Sky Brasil (a DTH service owned indirectly by Globopar, News Corp. and
Liberty Media). TechCo depends on payments from MCOP, Innova and Sky Brasil to
fund its operations. Since September 2002, Globopar has ceased providing
financial support to TechCo and MCOP, and MCOP, in turn, has ceased making
payments to TechCo, which payments we believe previously accounted for over 50%
of TechCo's revenue. TechCo is obligated to make payments under its capital
leases with various maturities through 2007 for an aggregate amount of U.S.$27.4
million. We indirectly hold a 30% interest in TechCo, and have guaranteed 36% of
certain of TechCo's obligations. As of December 31, 2004, we had guaranteed
payments by TechCo in the aggregate amount of U.S.$9.9 million. We, News Corp.,
Liberty Media and, since October 2004, DIRECTV have been funding TechCo's
operating cash shortfall through loans, and we currently intend to continue to
fund TechCo's shortfall in the form of loans. In addition, we are in discussions
regarding how TechCo will be fully funded, although no assurances can be given
that we will reach a satisfactory resolution as to how to provide continued
funding for TechCo. If MCOP and Sky Brasil continue to fail to make their
required payments and we and DIRECTV decide not to make up the shortfall, then
TechCo's ability to provide services to its customers, including Innova, and
Innova's ability to provide services to its customers, could be compromised. In
that case, if Innova is unable to obtain replacement services at comparable
prices, it would be unable to provide a substantial portion of its programming
services to its customers which would, in turn, have a material adverse effect
on its business.

WE HAVE RECOGNIZED AN INCREASED INDEBTEDNESS, A CUMULATIVE LOSS EFFECT AND OTHER
ADVERSE ACCOUNTING IMPACTS AS A RESULT OF THE CONSOLIDATION OF INNOVA SINCE
APRIL 1, 2004 IN OUR CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 2004, AND THESE IMPACTS MAY CONTINUE IN FUTURE YEARS

     As a result of the consolidation of Innova beginning April 1, 2004, our
financial statements have been updated as follows:

          Our consolidated total assets increased by approximately Ps.3,080.1
     million beginning April 1, 2004. Our consolidated total liabilities
     increased by approximately Ps.5,508.9 million beginning April 1, 2004,
     including an approximately Ps.6,082.2 million increase in our aggregate
     consolidated debt. Our

                                        23
<PAGE>

     consolidated shareholders' equity decreased by approximately Ps.2,428.9
     million beginning April 1, 2004, as a result of the outstanding
     shareholders' deficit reflected in Innova's financial statements. Our
     consolidated net sales, costs and operating expenses, and operating income
     before depreciation and amortization increased in the second, third and
     fourth quarters of 2004. The adverse impacts on our financial statements,
     including the substantial increase in our consolidated debt, the decrease
     in our shareholder's equity, and the increase in our consolidated costs and
     expenses, may have an adverse impact on the price of our securities.

            RISK FACTORS RELATED TO THE NOTES AND THE EXCHANGE OFFER

WE HAVE AND WILL CONTINUE TO HAVE SUBSTANTIAL INDEBTEDNESS AND MAY INCUR
ADDITIONAL INDEBTEDNESS; A SUBSTANTIAL PORTION OF OUR OTHER EXISTING
INDEBTEDNESS MATURES PRIOR TO THE MATURITY OF THE NOTES

     We now have a substantial amount of indebtedness outstanding. Any Unidades
de Inversion, or UDI-denominated indebtedness we may issue in the future will
increase as the NCPI increases. In addition, the indenture governing the notes
does not limit our ability, or the ability of our subsidiaries, to incur
additional indebtedness, and we may incur indebtedness in connection with our
business, including borrowings to fund investments and acquisitions. Such
additional borrowings could adversely affect our financial position and results
of operations. To the extent our restricted or unrestricted subsidiaries borrow
money, whether on a secured or an unsecured basis, that indebtedness will
effectively rank senior to the notes. The degree to which we are leveraged may
impair our ability to internally fund or obtain financing in the future for
working capital, capital expenditures, acquisitions or other general corporate
purposes and may limit our flexibility in planning for or reacting to changes in
market conditions and industry trends. As a result, we may be more vulnerable in
the event of a further substantial downturn in general economic conditions in
Mexico.

     The indenture does not restrict our ability or the ability of our
unrestricted subsidiaries to pledge shares of capital stock or assets of our
unrestricted subsidiaries, and our ability and our restricted subsidiaries'
ability to pledge assets is subject only to the limited restrictions contained
in the indenture. To the extent we pledge shares of capital stock or other
assets to secure indebtedness, the indebtedness so secured will effectively rank
senior to the notes to the extent of the value of the shares or other assets
pledged. The indenture also does not restrict the ability of our unrestricted
subsidiaries to pledge shares of capital stock or other assets that they own to
secure indebtedness. See "Description of the New Notes."

     The indenture does not restrict the ability of Televisa to lend its funds
to, or otherwise invest in, its subsidiaries, including its unrestricted
subsidiaries. If Televisa were to lend funds to, or otherwise invest in, its
subsidiaries, creditors of such subsidiaries could have a claim on their assets
that would be senior to the claims of Televisa. See "-- We Are a Holding Company
With Our Assets Held Primarily by Our Subsidiaries; Creditors of Those Companies
Have a Claim on Their Assets That Is Effectively Senior to That of Holders of
the Notes."

                                        24
<PAGE>

     The following table sets forth a description of our outstanding
indebtedness as of December 31, 2004 (i) on a historical, actual basis, and (ii)
as adjusted to give pro forma effect to (a) the early redemption in January 2005
by Innova of U.S.$88 million of 12.875% Senior Notes due 2007 using a portion of
the net proceeds from a bank loan from HSBC, which was incurred in December
2004, (b) the issuance of U.S.$400 million in aggregate principal amount of
6 5/8% Senior Notes due 2025 in March 2005 and the application of the net
proceeds from that issuance, together with cash on hand, to fund our tender
offers for any or all of our U.S.$300.0 million aggregate principal amount
outstanding of our 8.00% Senior Notes due 2011 and our Ps.3,839 million
(equivalent to approximately U.S.$336.9 million) aggregate principal amount of
8.15% UDI-denominated Notes due 2007, (c) the prepayment of the Serfin loan in
the aggregate principal amount of Ps.80 million in May 2005 and (d) the issuance
of the U.S.$200 million aggregate principal amount of 6 5/8% Senior Notes due
2025 in May 2005, as if such transactions occurred on December 31, 2004. In
addition, the terms of our bank loans require us to maintain compliance with
certain financial covenants. See "Item 5 -- Operating and Financial Review and
Prospects -- Results of Operations -- Liquidity, Foreign Exchange and Capital
Resources -- Indebtedness" included in the 2004 Form 20-F. If we cannot maintain
such compliance, this indebtedness could be accelerated. Information in the
following table is presented in millions of constant Pesos in purchasing power
as of December 31, 2004:

<Table>
<Caption>
                                                               DECEMBER 31, 2004(1)
                                                              -----------------------
DESCRIPTION OF DEBT                                            ACTUAL     AS ADJUSTED
- -------------------                                           ---------   -----------
                                                                   (IN MILLIONS)
<S>                                                           <C>         <C>
Senior unsecured and other indebtedness of Televisa (other
  than the notes)...........................................  Ps.16,754    Ps.11,348
Innova 12.875% Senior Notes due 2007........................        981           --
6.625% Senior Notes due 2025 issued in March 2005...........         --        4,460
Serfin loan.................................................         96           --
6.625% Senior Notes due 2025 issued in May 2005.............         --        2,230
Indebtedness of consolidated subsidiaries...................      4,410        4,410
                                                              ---------    ---------
  Total.....................................................  Ps.22,241    Ps.22,448
                                                              =========    =========
</Table>

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

(1) UDI-denominated indebtedness has been converted into Pesos by applying the
    UDI-Peso exchange rate at the date of issuance, as adjusted for the increase
    in the UDI-Peso exchange rate through December 31, 2004, and this debt,
    together with other Peso-denominated indebtedness, has been converted into
    Dollars solely for the convenience of the reader at an exchange rate of
    Ps.11.1490 per U.S. Dollar, the Interbank Rate reported by Banamex as of
    December 31, 2004.

     A substantial portion of our currently outstanding indebtedness will mature
prior to the maturity date of the notes. If we cannot generate sufficient cash
flow from operations to meet our obligations (including payments on the notes at
their maturity), then our indebtedness (including the notes) may have to be
refinanced. Any such refinancing may not be effected successfully or on terms
that are acceptable to us. In the absence of such refinancings, we could be
forced to dispose of assets in order to make up for any shortfall in the
payments due on our indebtedness, including interest and principal payments due
on the notes, under circumstances that might not be favorable to realizing the
best price for such assets. Further, any assets may not be sold quickly enough,
or for amounts sufficient, to enable us to make any such payments. If we are
unable to sell sufficient assets to repay this debt we could be forced to issue
equity securities to make up any shortfall. Any such equity issuance would be
subject to the approval of Emilio Azcarraga Jean who has the voting power to
prevent us from raising money in equity offerings. In addition, the terms of our
bank loans require us to maintain compliance with certain financial covenants.
See "Item 5 -- Operating and Financial Review and Prospects -- Results of
Operations -- Liquidity, Foreign Exchange and Capital Resources -- Indebtedness"
included in the 2004 Form 20-F. If we cannot maintain such compliance, this
indebtedness could be accelerated.

                                        25
<PAGE>

WE ARE A HOLDING COMPANY WITH OUR ASSETS HELD PRIMARILY BY OUR SUBSIDIARIES;
CREDITORS OF THOSE COMPANIES HAVE A CLAIM ON THEIR ASSETS THAT IS EFFECTIVELY
SENIOR TO THAT OF HOLDERS OF THE NOTES

     We are a holding company with no significant operating assets other than
through our ownership of shares of our subsidiaries. We receive substantially
all of our operating income from our subsidiaries. Televisa is the only company
obligated to make payments under the notes. Our subsidiaries are separate and
distinct legal entities and they will have no obligation, contingent or
otherwise, to pay any amounts due under the notes or to make any funds available
for any of those payments. The notes will be senior unsecured obligations of
Televisa ranking pari passu with other unsubordinated and unsecured obligations.
Claims of creditors of our subsidiaries, including trade creditors and banks and
other lenders, will effectively have priority over the holders of the notes with
respect to the assets of our subsidiaries. In addition, our ability to meet our
financial obligations, including obligations under the notes, will depend in
significant part on our receipt of cash dividends, advances and other payments
from our subsidiaries. In general, Mexican corporations may pay dividends only
out of net income, which is approved by shareholders. The shareholders must then
also approve the actual dividend payment after we establish mandatory legal
reserves (5% of net income annually up to at least an amount equal to 20% of the
paid-in capital) and satisfy losses for prior fiscal years. The ability of our
subsidiaries to pay such dividends or make such distributions will be subject
to, among other things, applicable laws and, under certain circumstances,
restrictions contained in agreements or debt instruments to which we, or any of
our subsidiaries, are parties. In addition, third parties own substantial
interests in certain of our other businesses such as Cablevision. Accordingly,
we must share with minority shareholders any dividends paid by these businesses.

     Claims of creditors of our subsidiaries, including trade creditors, will
generally have priority as to the assets and cash flows of those subsidiaries
over any claims we and the holders of the notes may have. For a description of
our outstanding debt, see "Item 5 -- Operating and Financial Review and
Prospects -- Results of Operations -- Liquidity, Foreign Exchange and Capital
Resources -- Indebtedness" included in the 2004 Form 20-F.

     In addition, creditors of Televisa, including holders of the notes, will be
limited in their ability to participate in distributions of assets of our
subsidiaries to the extent that the outstanding shares of any of our
subsidiaries are either pledged as collateral to our other creditors or are not
owned by us. As of the date of this prospectus, only a small portion of the
shares of our subsidiaries are pledged as collateral, although minority
interests in several subsidiaries, as described above, are held by third
parties. See "Item 5 -- Operating and Financial Review and Prospects -- Results
of Operations -- Liquidity, Foreign Exchange and Capital
Resources -- Indebtedness" and "-- Minority Interest" included in the 2004 Form
20-F. At December 31, 2004, our subsidiaries had approximately Ps.24,008.0
million (equivalent to approximately U.S.$2,153.4 million) of liabilities
(excluding liabilities to us and excluding guarantees by subsidiaries of
indebtedness of Televisa), U.S.$673.4 million of which was Dollar-denominated.
These liabilities include approximately U.S.$483.6 million of indebtedness
(equivalent to approximately Ps.5,391.1 million), U.S.$392.6 million of which
was Dollar-denominated indebtedness (equivalent to approximately Ps.4,325.8
million). All of these liabilities would effectively have ranked senior to the
notes. The indenture does not limit the amount of indebtedness which can be
incurred by us or by our restricted or unrestricted subsidiaries.

JUDGMENTS OF MEXICAN COURTS ENFORCING OUR OBLIGATIONS IN RESPECT OF THE NOTES
WOULD BE PAID ONLY IN PESOS

     Under the Ley Monetaria, or the Mexican Monetary Law, in the event that any
proceedings are brought in Mexico seeking performance of our obligations under
the notes, pursuant to a judgment or on the basis of an original action, we may
discharge our obligations denominated in any currency other than Mexican Pesos
by paying Mexican Pesos converted at the rate of exchange prevailing on the date
payment is made. This rate is currently determined by Banco de Mexico, or the
Mexican Central Bank, every business day in Mexico and published the next
business day in the Diario Oficial de la Federacion, or the Official Gazette of
the Federation of Mexico, for application the following business day. As a
result, if the notes are paid by us in Pesos to holders of the debt securities,
the amount received may not be sufficient to cover the amount of

                                        26
<PAGE>

U.S. Dollars that we are obligated to pay under the indenture. In addition, our
obligation to indemnify against exchange losses may be unenforceable in Mexico.

     In addition, in the case of our bankruptcy or concurso mercantil, or
judicial reorganization, our foreign currency-denominated liabilities, including
our liabilities under the notes, will be converted into Mexican Pesos at the
rate of exchange applicable on the date on which the declaration of bankruptcy
or judicial reorganization is effective, and the resulting amount, in turn, will
be converted to UDIs, or inflation-indexed units. Our foreign
currency-denominated liabilities, including our liabilities under the notes,
will not be adjusted to take into account any depreciation of the Peso as
compared to the U.S. Dollar occurring after the declaration of bankruptcy or
judicial reorganization. Also, all obligations under the notes will cease to
accrue interest from the date of the bankruptcy or judicial reorganization
declaration, will be satisfied only at the time those of our other creditors are
satisfied and will be subject to the outcome of, and amounts recognized as due
in respect of, the relevant bankruptcy or judicial reorganization proceeding.

WE MAY NOT HAVE SUFFICIENT FUNDS TO MEET OUR OBLIGATION UNDER THE INDENTURE TO
REPURCHASE THE NOTES UPON A CHANGE OF CONTROL

     Upon the occurrence of a change of control, we will be required to offer to
repurchase each holder's notes at a price of 101% of the principal amount plus
accrued and unpaid interest, if any, to the date of purchase. We may not have
the financial resources necessary to meet our obligations in respect of our
indebtedness, including the required repurchase of notes, following a change of
control. If an offer to repurchase the notes is required to be made and we do
not have available sufficient funds to repurchase the notes, an event of default
would occur under the indenture. The occurrence of an event of default will
result in acceleration of the maturity of the notes and other indebtedness. See
"Description of the New Notes."

IT MAY BE DIFFICULT TO ENFORCE CIVIL LIABILITIES AGAINST US OR OUR DIRECTORS,
EXECUTIVE OFFICERS AND CONTROLLING PERSONS

     We are organized under the laws of Mexico. Substantially all of our
directors, executive officers and controlling persons reside outside the U.S.,
all or a significant portion of the assets of our directors, executive officers
and controlling persons, and substantially all of our assets, are located
outside the U.S., and some of the experts named in this prospectus also reside
outside the U.S. As a result, it may be difficult for you to effect service of
process within the United States upon these persons or to enforce against them
or us in U.S. courts judgments predicated upon the civil liability provisions of
the federal securities laws of the U.S. We have been advised by our Mexican
counsel, Mijares, Angoitia, Cortes y Fuentes, S.C., that there is doubt as to
the enforceability, in original actions in Mexican courts, of liabilities
predicated solely on U.S. federal securities laws and as to the enforceability
in Mexican courts of judgments of U.S. courts obtained in actions predicated
upon the civil liability provisions of U.S. federal securities laws. See
"Limitation of Liability."

THERE MAY NOT BE A LIQUID TRADING MARKET FOR THE NEW NOTES, WHICH COULD LIMIT
YOUR ABILITY TO SELL YOUR NEW NOTES IN THE FUTURE

     The new notes are being offered to the holders of the old notes. The new
notes will constitute a new issue of securities for which, prior to the exchange
offer, there has been no public market, and the new notes may not be widely
distributed. Accordingly, an active trading market for the new notes may not
develop. If a market for any of the new notes does develop, the price of such
new notes may fluctuate and liquidity may be limited. If a market for any of the
new notes does not develop, purchasers may be unable to resell such new notes
for an extended period of time, if at all.

YOUR FAILURE TO TENDER OLD NOTES IN THE EXCHANGE OFFER MAY AFFECT THEIR
MARKETABILITY

     If old notes are tendered for exchange and accepted in the exchange offer,
the trading market, if any, for the untendered and tendered but unaccepted old
notes will be adversely affected. Your failure to participate in the exchange
offer will substantially limit, and may effectively eliminate, opportunities to
sell your old notes in

                                        27
<PAGE>

the future. We issued the old notes in a private placement exempt from the
registration requirements of the Securities Act.

     Accordingly, you may not offer, sell or otherwise transfer your old notes
except in compliance with the registration requirements of the Securities Act
and any other applicable securities laws, or pursuant to an exemption from the
securities laws, or in a transaction not subject to the securities laws. If you
do not exchange your old notes for new notes in the exchange offer, or if you do
not properly tender your old notes in the exchange offer, your old notes will
continue to be subject to these transfer restrictions after the completion of
the exchange offer. In addition, after the completion of the exchange offer, you
will no longer be able to obligate us to register the old notes under the
Securities Act.

                                        28
<PAGE>

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     We issued and sold the old notes in private placements on March 18, 2005
and on May 26, 2005. In connection with each issuance and sale, we entered into
a registration rights agreement with the initial purchasers of the old notes. In
both registration rights agreements we agreed to, among other things

     - use our best efforts to file with the SEC a registration statement within
       90 days following the original issue date of the applicable old notes,
       relating to an offer to exchange the old notes for the new notes;

     - use our reasonable best efforts to cause the registration statement to be
       declared effective under the Securities Act within 150 days of the
       original issue date of the applicable old notes; and

     - use our best efforts to cause the exchange offer, or a "shelf"
       registration with respect to the notes, to be consummated not later than
       180 days following the original issue date of the applicable old notes.

     These requirements under the registration rights agreements will be
satisfied when we complete the exchange offer. However, if we fail to meet any
of these requirements under either of the registration rights agreements and
under some other circumstances, then the interest rate borne by the notes that
are affected by the registration default under the applicable registration
rights agreement with respect to the first 90-day period, or portion thereof,
will be increased by an additional interest of 0.25% per annum upon the
occurrence of such registration default. The amount of additional interest will
increase by an additional 0.25% per annum each 90-day period, or portion
thereof, while a registration default under the applicable registration rights
agreement is continuing until all registration defaults under such registration
rights agreement have been cured, provided that the maximum aggregate increase
in the interest rate will in no event exceed one percent (1%) per annum. Upon

     - the filing of the exchange offer registration statement after the 90th
       calendar day following the original issue date of the applicable old
       notes;

     - the effectiveness of the exchange offer registration statement after the
       150th calendar day following the original issue date of the applicable
       old notes;

     - the consummation of the exchange offer;

     - the effectiveness of the shelf registration statement after the 180th
       calendar day following the original issue date of the applicable old
       notes; or

     - the date on which all new notes are saleable pursuant to Rule 144(k)
       under the Securities Act or any successor provision,

the interest rate on the notes will be reduced to the original interest rate set
forth on the cover page of this prospectus if Televisa is otherwise in
compliance with this paragraph. If after any such reduction in interest rate, a
different event specified above occurs, the interest rate will again be
increased pursuant to the foregoing provisions.

     Application has been made to list the new notes on the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange will be informed and notice will be
published in a daily newspaper of general circulation in Luxembourg prior to
commencing the exchange offer. You may obtain documents relating to the exchange
offer and complete the exchange of your old notes for new notes at the office of
Dexia Banque Internationale a Luxembourg S.A., our paying and transfer agent in
Luxembourg, at 69 route d'Esch, L-2953, Luxembourg. The results of the exchange
offer, including any increase in the rate, will be provided to the Luxembourg
Stock Exchange and published in a daily newspaper of general circulation in
Luxembourg.

     We have also agreed to keep the registration statement for the exchange
offer effective for not less than 20 business days after the notice of the
exchange offer is mailed to holders (or longer, if required by applicable law).

                                        29
<PAGE>

     Under each of the registration rights agreement, our obligations to
register the new notes will terminate upon the completion of the exchange offer.
However, pursuant to each registration rights agreement, we will be required to
file a "shelf" registration statement for a continuous offering by the holders
of the outstanding notes if:

     - we are not permitted to file the exchange offer registration statement or
       to consummate the exchange offer because the exchange offer is not
       permitted by applicable law or SEC policy;

     - for any reason, the exchange offer registration statement is not declared
       effective within 150 days following the original issue date of the
       applicable old notes or the exchange offer is not consummated within 180
       days following the original issue date of the applicable old notes;

     - upon the request of the initial purchasers in certain circumstances; or

     - a holder is not permitted to participate in the exchange offer or does
       not receive fully tradable new notes pursuant to the exchange offer.

     During any 365-day period, we will have the ability to suspend the
availability of such shelf registration statement for up to two periods of up to
45 consecutive days (except for the consecutive 45-day period immediately prior
to the maturity of the notes), but no more than an aggregate of 60 days during
any 365-day period, if our Board of Directors determines in good faith that
there is a valid purpose for the suspension.

     We will, in the event of the filing of a shelf registration statement,
provide to each holder of notes that are covered by the shelf registration
statement copies of the prospectus which is a part of the shelf registration
statement and notify each such holder when the shelf registration statement has
become effective. A holder of notes that sells the notes pursuant to the shelf
registration statement generally will be required to be named as a selling
security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability provisions under
the Securities Act in connection with the sales and will be bound by the
provisions of the registration rights agreement which are applicable to the
holder (including certain indemnification obligations).

     Once the exchange offer is complete, we will have no further obligation to
register any of the old notes not tendered to us in the exchange offer. See
"Risk Factors -- Risk Factors Related to the Notes and the Exchange
Offer -- Your Failure to Tender Old Notes in the Exchange Offer May Affect Their
Marketability."

EFFECT OF THE EXCHANGE OFFER

     Based on interpretations by the SEC staff set forth in Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated
(available June 5, 1991), Shearman & Sterling (available July 2, 1993) and other
no-action letters issued to third parties, we believe that you may offer for
resale, resell and otherwise transfer the new notes issued to you in the
exchange offer without compliance with the registration and prospectus delivery
requirements of the Securities Act, provided:

     - you are acquiring the new notes in the ordinary course of your business;

     - you are not engaging in and do not intend to engage in a distribution of
       the new notes;

     - you have no arrangements or understandings with any person to participate
       in the exchange offer for the purpose of distributing the new notes; and

     - you are not our "affiliate," within the meaning of Rule 405 under the
       Securities Act.

     If you are not able to make these representations, you are a "restricted
holder." As a restricted holder, you will not be able to participate in the
exchange offer, you may not rely on the interpretations of the SEC staff set
forth in the no-action letters referred to above and you may only sell your old
notes in compliance with the registration and prospectus delivery requirements
of the Securities Act or under an exemption from the registration requirements
of the Securities Act or in a transaction not subject to the Securities Act.

                                        30
<PAGE>

     In addition, each broker-dealer that is not a restricted holder that
receives new notes for its own account in exchange for old notes that it
acquired as a result of market-making activities or other trading activities may
be a statutory underwriter and must acknowledge in the letter of transmittal
that it will deliver a prospectus meeting the requirements of the Securities Act
upon any resale of such new notes. This prospectus may be used by those
broker-dealers to resell new notes they receive pursuant to the exchange offer.
We have agreed that, for a period of 90 days after the completion of the
exchange offer, we will make this prospectus available to any broker-dealer for
use by the broker-dealer in any resale. By acceptance of this exchange offer,
each broker-dealer that receives new notes under the exchange offer agrees to
notify us prior to using this prospectus in a sale or transfer of new notes. See
"Plan of Distribution."

     Except as described above, this prospectus may not be used for an offer to
resell, resale or other transfer of new notes.

     To the extent old notes are tendered and accepted in the exchange offer,
the principal amount of old notes that will be outstanding will decrease with a
resulting decrease in the liquidity in the market for the old notes. Old notes
that are still outstanding following the completion of the exchange offer will
continue to be subject to transfer restrictions.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions of the exchange offer
described in this prospectus and in the accompanying letter of transmittal, we
will accept for exchange all old notes validly tendered and not withdrawn before
5:00 p.m., New York City time, on the expiration date. We will issue U.S.$1,000
principal amount of new notes in exchange for each U.S.$1,000 principal amount
of old notes accepted in the exchange offer. You may tender some or all of your
old notes pursuant to the exchange offer. However, old notes may be tendered
only in a minimum principal amount of U.S.$100,000 and in integral multiples of
U.S.$1,000 in excess thereof.

     The new notes will be substantially identical to the old notes, except
that:

     - the offering of the new notes has been registered under the Securities
       Act;

     - the new notes will not be subject to transfer restrictions; and

     - the new notes will be issued free of any covenants regarding registration
       rights and free of any provision for additional interest.

     The new notes will evidence the same debt as the old notes and will be
issued under and be entitled to the benefits of the same indenture under which
the old notes were issued. The old notes and the new notes will be treated as a
single series of debt securities under the indenture. For a description of the
terms of the indenture and the new notes, see "Description of the New Notes."

     The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered for exchange. As of the date of this
prospectus, an aggregate of U.S.$600,000,000 principal amount of old notes is
outstanding. This prospectus is being sent to all registered holders of old
notes. There will be no fixed record date for determining registered holders of
old notes entitled to participate in the exchange offer.

     We intend to conduct the exchange offer in accordance with the applicable
requirements of the Securities Act and the Securities Exchange Act and the rules
and regulations of the SEC. Holders of old notes do not have any appraisal or
dissenters' rights under law or under the indenture in connection with the
exchange offer. Old notes that are not tendered for exchange in the exchange
offer will remain outstanding and continue to accrue interest and will be
entitled to the rights and benefits their holders have under the indenture
relating to the old notes.

     We will be deemed to have accepted for exchange validly tendered old notes
when we have given oral or written notice of the acceptance to the exchange
agent. The exchange agent will act as agent for the tendering holders of old
notes for the purposes of receiving the new notes from us and delivering the new
notes to the tendering holders. Subject to the terms of the registration rights
agreements, we expressly reserve the right to

                                        31
<PAGE>

amend or terminate the exchange offer, and not to accept for exchange any old
notes not previously accepted for exchange, upon the occurrence of any of the
conditions specified below under "-- Conditions." All old notes accepted for
exchange will be exchanged for new notes promptly following the expiration date.
If we decide for any reason to delay for any period our acceptance of any old
notes for exchange, we will extend the expiration date for the same period.

     If we do not accept for exchange any tendered old notes because of an
invalid tender, the occurrence of certain other events described in this
prospectus or otherwise, such unaccepted old notes will be returned, without
expense, to the holder tendering them or the appropriate book-entry will be
made, in each case, as promptly as practicable after the expiration date.

     We are not making, nor is our Board of Directors making, any recommendation
to you as to whether to tender or refrain from tendering all or any portion of
your old notes in the exchange offer. No one has been authorized to make any
such recommendation. You must make your own decision whether to tender in the
exchange offer and, if you decide to do so, you must also make your own decision
as to the aggregate amount of old notes to tender after reading this prospectus
and the letter of transmittal and consulting with your advisers, if any, based
on your own financial position and requirements.

EXPIRATION DATE; EXTENSIONS; AMENDEMENTS

     The term "expiration date" means 5:00 p.m., New York City time, on
   --   , 2005, unless we, in our sole discretion, extend the exchange offer, in
which case the term "expiration date" shall mean the latest date and time to
which the exchange offer is extended.

     If we determine to extend the exchange offer, we will notify the exchange
agent of any extension by oral or written notice. We will notify the registered
holders of old notes of the extension no later than 9:00 a.m., New York City
time, on the business day immediately following the previously scheduled
expiration date.

     We reserve the right, in our sole discretion:

     - to delay accepting for exchange any old notes;

     - to extend the exchange offer or to terminate the exchange offer and to
       refuse to accept old notes not previously accepted if any of the
       conditions set forth below under "-- Conditions" have not been satisfied
       by the expiration date; or

     - subject to the terms of the registration rights agreement, to amend the
       terms of the exchange offer in any manner.

     Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice to the registered
holders of old notes. If we amend the exchange offer in a manner that we
determine to constitute a material change, we will promptly disclose the
amendment in a manner reasonably calculated to inform the holders of the old
notes of the amendment.

     Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we will have no obligation to publish, advertise or
otherwise communicate any public announcement, other than by making a timely
release to a financial news service.

     During any extension of the exchange offer, all old notes previously
tendered will remain subject to the exchange offer, and we may accept them for
exchange. We will return any old notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or earlier termination of the exchange offer.

INTEREST ON THE NEW NOTES AND THE OLD NOTES

     Any old notes not tendered or accepted for exchange will continue to accrue
interest at the rate of 6.625% per annum in accordance with their terms. The new
notes will accrue interest at the rate of 6.625% per annum from the date of the
last periodic payment of interest on the old notes or, if no interest has been
paid,
                                        32
<PAGE>

from the original issue date of old notes. Interest on the new notes and any old
notes not tendered or accepted for exchange will be payable semi-annually in
arrears on March 18 and September 18 of each year, commencing on September 18,
2005.

PROCEDURES FOR TENDERING

     Only a registered holder of old notes may tender those notes in the
exchange offer. To tender in the exchange offer, a holder must properly
complete, sign and date the letter of transmittal, have the signatures thereon
guaranteed if required by the letter of transmittal, and mail or otherwise
deliver such letter of transmittal, together with all other documents required
by the letter of transmittal, to the exchange agent at one of the addresses set
forth below under "-- Exchange Agent," before 5:00 p.m., New York City time, on
the expiration date. In addition, either:

     - the exchange agent must receive, before the expiration date, a timely
       confirmation of a book-entry transfer of the tendered old notes into the
       exchange agent's account at The Depository Trust Company, or DTC, or the
       depositary, according to the procedure for book-entry transfer described
       below; or

     - the holder must comply with the guaranteed delivery procedures described
       below.

     A tender of old notes by a holder that is not withdrawn prior to the
expiration date will constitute an agreement between that holder and us in
accordance with the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal.

     The method of delivery of letters of transmittal and all other required
documents to the exchange agent, including delivery through DTC, is at the
holder's election and risk. Instead of delivery by mail, we recommend that
holders use an overnight or hand delivery service. If delivery is by mail, we
recommend that holders use certified or registered mail, properly insured, with
return receipt requested. In all cases, holders should allow sufficient time to
assure delivery to the exchange agent before the expiration date. Holders should
not send letters of transmittal or other required documents to us. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
other nominees to effect the above transactions for them.

     Any beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender those notes should contact the registered holder promptly and instruct
it to tender on the beneficial owner's behalf.

     We will determine, in our sole discretion, all questions as to the
validity, form, eligibility (including time of receipt), acceptance of tendered
old notes and withdrawal of tendered old notes, and our determination will be
final and binding. We reserve the absolute right to reject any and all old notes
not properly tendered or any old notes the acceptance of which would, in the
opinion of us or our counsel, be unlawful. We also reserve the absolute right to
waive any defects or irregularities or conditions of the exchange offer as to
any particular old notes either before or after the expiration date. Our
interpretation of the terms and conditions of the exchange offer as to any
particular old notes either before or after the expiration date, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes for exchange must be cured within such time as we shall determine.
Although we intend to notify holders of any defects or irregularities with
respect to tenders of old notes for exchange, neither we nor the exchange agent
nor any other person shall be under any duty to give such notification, nor
shall any of them incur any liability for failure to give such notification.
Tenders of old notes will not be deemed to have been made until all defects or
irregularities have been cured or waived. Any old notes delivered by book-entry
transfer within DTC, will be credited to the account maintained within DTC by
the participant in DTC which delivered such old notes, unless otherwise provided
in the letter of transmittal, as soon as practicable following the expiration
date.

     In addition, we reserve the right in our sole discretion (a) to purchase or
make offers for any old notes that remain outstanding after the expiration date,
(b) as set forth below under "-- Conditions," to terminate the exchange offer
and (c) to the extent permitted by applicable law, purchase old notes in the
open market, in privately negotiated transactions or otherwise. The terms of any
such purchases or offers could differ from the terms of the exchange offer.
                                        33
<PAGE>

     By signing, or otherwise becoming bound by, the letter of transmittal, each
tendering holder of old notes (other than certain specified holders) will
represent to us that:

     - it is acquiring the new notes in the exchange offer in the ordinary
       course of its business;

     - it is not engaging in and does not intend to engage in a distribution of
       the new notes;

     - it is not participating, does not intend to participate, and has no
       arrangements or understandings with any person to participate in the
       exchange offer for the purpose of distributing the new notes; and

     - it is not our "affiliate," within the meaning of Rule 405 under the
       Securities Act, or, if it is our affiliate, it will comply with the
       registration and prospectus delivery requirements of the Securities Act
       to the extent applicable.

     If the tendering holder is a broker-dealer that will receive new notes for
its own account in exchange for old notes that were acquired as a result of
market-making activities or other trading activities, it may be deemed to be an
"underwriter" within the meaning of the Securities Act. Any such holder will be
required to acknowledge in the letter of transmittal that it will deliver a
prospectus in connection with any resale or transfer of these new notes.
However, by so acknowledging and by delivering a prospectus, the holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

BOOK-ENTRY TRANSFER

     The exchange agent will establish a new account or utilize an existing
account with respect to the old notes at DTC promptly after the date of this
prospectus, and any financial institution that is a participant in DTC's systems
may make book-entry delivery of old notes by causing DTC to transfer these old
notes into the exchange agent's account in accordance with DTC's procedures for
transfer. However, the exchange for the old notes so tendered will only be made
after timely confirmation of this book-entry transfer of old notes into the
exchange agent's account, and timely receipt by the exchange agent of an agent's
message and any other documents required by the letter of transmittal. The term
"agent's message" means a message transmitted by DTC to, and received by, the
exchange agent and forming a part of a book-entry confirmation, that states that
DTC has received an express acknowledgment from a participant in DTC tendering
old notes that are the subject of the book-entry confirmation stating (1) the
aggregate principal amount of old notes that have been tendered by such
participant, (2) that such participant has received and agrees to be bound by
the terms of the letter of transmittal and (3) that we may enforce such
agreement against the participant.

     Although delivery of old notes must be effected through book-entry transfer
into the exchange agent's account at DTC, the letter of transmittal, properly
completely and validly executed, with any required signature guarantees, or an
agent's message in lieu of the letter of transmittal, and any other required
documents, must be delivered to and received by the exchange agent at one of its
addresses listed below under "-- Exchange Agent," before 5:00 p.m., New York
City time, on the expiration date, or the guaranteed delivery procedure
described below must be complied with.

     Delivery of documents to DTC in accordance with its procedures does not
constitute delivery to the exchange agent.

     All references in this prospectus to deposit or delivery of old notes shall
be deemed to also refer to DTC's book-entry delivery method.

GUARANTEED DELIVERY PROCEDURES

     Holders who wish to tender their old notes and (1) who cannot deliver a
confirmation of book-entry transfer of old notes into the exchange agent's
account at DTC, the letter of transmittal or any other required

                                        34
<PAGE>

documents to the exchange agent prior to the expiration date or (2) who cannot
complete the procedure for book-entry transfer on a timely basis, may effect a
tender if:

     - the tender is made through an eligible institution;

     - before the expiration date, the exchange agent receives from the eligible
       institution a properly completed and duly executed notice of guaranteed
       delivery, by facsimile transmission, mail or hand delivery, listing the
       principal amount of old notes tendered, stating that the tender is being
       made thereby and guaranteeing that, within three New York Stock Exchange,
       Inc. trading days after the expiration date, a duly executed letter of
       transmittal together with a confirmation of book-entry transfer of such
       old notes into the exchange agent's account at DTC, and any other
       documents required by the letter of transmittal and the instructions
       thereto, will be deposited by such eligible institution with the exchange
       agent; and

     - the properly completed and executed letter of transmittal and a
       confirmation of book-entry transfer of all tendered old notes into the
       exchange agent's account at DTC and all other documents required by the
       letter of transmittal are received by the exchange agent within three New
       York Stock Exchange, Inc. trading days after the expiration date.

     Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their old notes according to the guaranteed
delivery procedures described above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, tenders of old notes may
be withdrawn at any time prior to 5:00 p.m., New York City time, on the
expiration date.

     For a withdrawal to be effective, the exchange agent must receive a written
or facsimile transmission notice of withdrawal at one of its addresses set forth
below under "-- Exchange Agent." Any notice of withdrawal must:

     - specify the name of the person who tendered the old notes to be
       withdrawn;

     - identify the old notes to be withdrawn, including the principal amount of
       such old notes;

     - be signed by the holder in the same manner as the original signature on
       the letter of transmittal by which the old notes were tendered and
       include any required signature guarantees; and

     - specify the name and number of the account at DTC to be credited with the
       withdrawn old notes and otherwise comply with the procedures of DTC.

     We will determine, in our sole discretion, all questions as to the
validity, form and eligibility (including time of receipt) of any notice of
withdrawal, and our determination shall be final and binding on all parties. Any
old notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer and no new notes will be issued with
respect thereto unless the old notes so withdrawn are validly retendered.
Properly withdrawn old notes may be retendered by following one of the
procedures described above under "-- Procedures for Tendering" at any time prior
to the expiration date.

     Any old notes that are tendered for exchange through the facilities of DTC
but that are not exchanged for any reason will be credited to an account
maintained with DTC for the old notes as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer.

CONDITIONS

     Despite any other term of the exchange offer, we will not be required to
accept for exchange, or to issue new notes in exchange for, any old notes, and
we may terminate the exchange offer as provided in this prospectus prior to the
expiration date, if:

     - the exchange offer, or the making of any exchange by a holder of old
       notes, would violate applicable law or any applicable interpretation of
       the SEC staff; or
                                        35
<PAGE>

     - the old notes are not tendered in accordance with the exchange offer;

     - you do not represent that you are acquiring the new notes in the ordinary
       course, that you are not engaging in and do not intend to engage in a
       distribution of the new notes, of your business and that you have no
       arrangement or understanding with any person to participate in a
       distribution of the new notes and you do not make any other
       representations as may be reasonably necessary under applicable SEC
       rules, regulations or interpretations to render available the use of an
       appropriate form for registration of the new notes under the Securities
       Act;

     - any action or proceeding is instituted or threatened in any court or by
       or before any governmental agency with respect to the exchange offer
       which, in our judgment, would reasonably be expected to impair our
       ability to proceed with the exchange offer; or

     - any governmental approval has not been obtained, which we believe, in our
       sole discretion, is necessary for the consummation of the exchange offer
       as outlined in this prospectus.

     These conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any of these conditions or may be
waived by us, in whole or in part, at any time and from time to time in our
reasonable discretion. Our failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of the right and each right shall be deemed
an ongoing right which may be asserted at any time and from time to time.

     If we determine in our reasonable judgment that any of the conditions are
not satisfied, we may:

     - refuse to accept and return to the tendering holder any old notes or
       credit any tendered old notes to the account maintained within DTC by the
       participant in DTC which delivered the old notes; or

     - extend the exchange offer and retain all old notes tendered before the
       expiration date, subject to the rights of holders to withdraw the tenders
       of old notes (see "-- Withdrawal of Tenders" above); or

     - waive the unsatisfied conditions with respect to the exchange offer prior
       to the expiration date and accept all properly tendered old notes that
       have not been withdrawn or otherwise amend the terms of the exchange
       offer in any respect as provided under "-- Expiration Date; Extensions;
       Amendments." If a waiver constitutes a material change to the exchange
       offer, we will promptly disclose the waiver by means of a prospectus
       supplement that will be distributed to the registered holders, and we
       will extend the exchange offer for a period of five to ten business days,
       depending upon the significance of the waiver and the manner of
       disclosure to the registered holders, if the exchange offer would
       otherwise expire during such five to ten business day period.

     In addition, we will not accept for exchange any old notes tendered, and we
will not issue new notes in exchange for any of the old notes, if at that time
any stop order is threatened or in effect with respect to the registration
statement of which this prospectus constitutes a part or the qualification of
the indenture under the Trust Indenture Act of 1939.

EXCHANGE AGENT

     The Bank of New York has been appointed as the exchange agent for the
exchange offer. All signed letters of transmittal and other documents required
for a valid tender of your old notes should be directed to the exchange agent at
one of the addresses set forth below. Questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal and requests for notices of guaranteed delivery should be directed
to the exchange agent addressed as follows:

                                        36
<PAGE>

<Table>
<S>                                            <C>
              BY HAND DELIVERY:                   BY REGISTERED MAIL OR OVERNIGHT CARRIER:
             The Bank of New York                           The Bank of New York
          Corporate Trust Operations                     Corporate Trust Operations
            Reorganization Section                         Reorganization Section
          101 Barclay Street, 7 East                     101 Barclay Street, 7 East
           New York, New York 10286                       New York, New York 10286
              Attention: Kin Lau                             Attention: Kin Lau
</Table>

                            FACSIMILE TRANSMISSION:

                                 (212) 298-1915
                             Confirm by Telephone:
                                 (212) 815-3750

           FOR INFORMATION WITH RESPECT TO THE EXCHANGE OFFER, CALL:

                         Kin Lau of the Exchange Agent
                               at (212) 815-3750

     Delivery to other than the above addresses or facsimile number will not
constitute a valid delivery.

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders. We have not retained any
dealer-manager in connection with the exchange offer and will not make any
payments to brokers, dealers or others soliciting acceptance of the exchange
offer. The principal solicitation is being made by mail; however, additional
solicitation may be made by facsimile, telephone or in person by our officers
and employees.

     We will pay the expenses to be incurred in connection with the exchange
offer. These expenses include fees and expenses of the exchange agent and the
trustee, accounting and legal fees, printing costs, and related fees and
expenses.

TRANSFER TAXES

     Holders who tender their old notes for exchange will not be obligated to
pay any transfer taxes in connection with the exchange offer.

ACCOUNTING TREATMENT

     We will record the new notes in our accounting records at the same carrying
values as the old notes on the date of the exchange. Accordingly, we will
recognize no gain or loss, for accounting purposes, as a result of the exchange
offer. Under Mexican GAAP, the expenses of the exchange offer and the
unamortized expenses relating to the issuance of the old notes will be amortized
over the term of the new notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

     Holders of old notes who do not exchange their old notes for new notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of the old notes as set forth in the legend printed thereon as a
consequence of the issuance of the old notes pursuant to an exemption from the
Securities Act and applicable state securities laws. Old notes not exchanged
pursuant to the exchange offer will continue to accrue interest at 6.625% per
annum, and the old notes will otherwise remain outstanding in accordance with
their terms. Holders of old notes do not have any appraisal or dissenters'
rights under Mexican law in connection with the exchange offer.

     In general, the old notes may not be offered or sold unless registered
under the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities
laws. Upon completion of the exchange offer, holders of old notes will not be
entitled to any rights to have the resale of old notes registered under the
Securities Act, and we currently do not intend to register under the Securities
Act the resale of any old notes that remain outstanding after completion of the
exchange offer.

                                        37
<PAGE>

                                USE OF PROCEEDS

     We will not receive any cash proceeds from the exchange offer. We are
making this exchange offer solely to satisfy our obligations under the
registration rights agreement entered into in connection with each issuance of
the old notes. In consideration for issuing the new notes, we will receive old
notes in an aggregate principal amount equal to the value of the new notes. The
old notes surrendered in exchange for the new notes will be retired and
canceled. Accordingly, the issuance of the new notes will not result in any
change in our indebtedness.

     We received approximately U.S.$390.0 million in net proceeds from the sale
of $400 million in aggregate principal amount of the old notes on March 18,
2005. We used those net proceeds, together with cash on hand, to fund our tender
offers in March 2005 for any or all of our U.S.$300 million aggregate principal
amount outstanding of our 8.00% Senior Notes due 2011 and our Ps.3,839 million
(equivalent to approximately U.S.$336.9 million) aggregate principal amount of
8.15% UDI-denominated Notes due 2007.

     We received approximately U.S.$196.0 million in net proceeds from the sale
of $200 million in aggregate principal amount of old notes on May 26, 2005. We
may use the net proceeds from this offering for general corporate purposes and
may also apply it, subject to market conditions and other factors, to the
repayment of some of our and/or our subsidiaries' outstanding indebtedness. For
a description of our outstanding indebtedness as of March 31, 2005, see
"Capitalization" and "Exhibit I -- Indebtedness." For a description of our
outstanding indebtedness as of December 31, 2004, see "Item 5 -- Operating and
Financial Review and Prospects -- Results of Operations -- Liquidity, Foreign
Exchange and Capital Resources -- Indebtedness" included in the 2004 Form 20-F.

                                        38
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our consolidated capitalization as of March
31, 2005, (i) on a historical, actual basis and (ii) as adjusted to reflect (a)
the issuance of notes in the aggregate principal amount of U.S.$200 million and
(b) the prepayment of the Serfin loan in the aggregate principal amount of
approximately Ps.80 million in May 2005, in each case, as if such transactions
occurred on March 31, 2005. This table should be read together with our year-end
financial statements, which are incorporated herein by reference in our 2004
20-F, and our unaudited selected consolidated financial information included
elsewhere in this prospectus. Information in the following table presented in
U.S. Dollar amounts are translated from the Peso amounts, solely for the
convenience of the reader, at an exchange rate of Ps.11.1590 to U.S.$1.00, the
Interbank Rate on March 31, 2005. Since the financial information in the
following table is presented in constant Mexican Pesos in purchasing power as of
March 31, 2005, it is not directly comparable to the financial information
included elsewhere in this prospectus, which, unless otherwise indicated, is
presented in constant Mexican Pesos in purchasing power as of March 31, 2005.
The change in the NCPI for the three month period ended March 31, 2005 was 0.8%.

<Table>
<Caption>
                                                     AS OF MARCH 31, 2005(1)(2)
                                        ----------------------------------------------------
                                         ACTUAL     AS ADJUSTED     ACTUAL      AS ADJUSTED
                                        ---------   -----------   -----------   ------------
                                          (MILLIONS OF PESOS)     (MILLIONS OF U.S. DOLLARS)
<S>                                     <C>         <C>           <C>           <C>
CURRENT DEBT:
  Notes payable.......................  Ps.    27    Ps.    27    U.S.$    2     U.S.$    2
  8 5/8% Senior Notes due 2005........      2,232        2,232           200            200
  Serfin loan.........................         64           --             6             --
                                        ---------    ---------    ----------     ----------
     Total current debt...............      2,323        2,259           208            202
                                        ---------    ---------    ----------     ----------
LONG-TERM DEBT:
  Series B Senior Notes...............         60           60             5              5
  UDI-denominated notes...............        920          920            83             83
  Notes payable.......................         48           48             4              4
  8% Senior Notes due 2011............        865          865            78             78
  8.5% Senior Notes due 2032..........      3,348        3,348           300            300
  6.625% Senior Notes due 2025 issued
     in March 2005....................      4,464        4,464           400            400
  6.625% Senior Notes due 2025 issued
     in May 2005......................         --        2,232            --            200
  Innova's 9.375% Senior Notes due
     2013.............................      3,348        3,348           300            300
  Banamex loan due 2009...............      1,162        1,162           104            104
  Banamex loan due 2008...............        720          720            65             65
  Banamex loan due 2010 and 2012......      2,000        2,000           179            179
  Serfin loan.........................         16           --             1             --
  Innova's HSBC loan..................      1,012        1,012            91             91
                                        ---------    ---------    ----------     ----------
  Total long-term debt................     17,963       20,179         1,610          1,809
                                        ---------    ---------    ----------     ----------
  Total stockholders' equity(3).......     28,437       28,437         2,548          2,548
                                        ---------    ---------    ----------     ----------
  Total capitalization................  Ps.48,723    Ps.50,875    U.S.$4,366     U.S.$4,559
                                        =========    =========    ==========     ==========
</Table>

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

(1) Columns may not add due to rounding.

(2) Solely for purposes of preparing calculations for this table, our U.S.
    Dollar-denominated indebtedness has been translated into Pesos at an
    exchange rate of Ps.11.590 to U.S.$1.00, the Interbank Rate, as reported by
    Banamex, as of March 31, 2005.

(3) On April 29, 2005, our shareholders approved the payment of an extraordinary
    dividend of Ps.1.00 per CPO, in addition to our ordinary dividend of Ps.0.35
    per CPO, for a total of Ps.1.35 per CPO. The total amount of the dividend is
    approximately Ps.4,250 million. The dividend was paid on May 31, 2005 to
    shareholders of record as of May 30, 2005.

                                        39
<PAGE>

                          DESCRIPTION OF THE NEW NOTES

     We issued the old notes and will issue the new notes under an indenture,
dated August 8, 2000, as amended or supplemented through the expiration date,
which we collectively call the indenture, between Televisa, as issuer, The Bank
of New York, as trustee, registrar, paying agent and transfer agent, Dexia
Banque Internationale a Luxembourg, as Luxembourg paying agent and transfer
agent and the holders and beneficial owners of the notes. The following summary
of certain provisions of the indenture and the notes does not purport to be
complete and is subject to, and qualified in its entirety by, reference to the
provisions of the indenture, including the definitions of certain terms
contained in the indenture. Capitalized terms not defined in this section of the
prospectus have meanings as set forth in the indenture.

GENERAL

     The indenture does not limit the aggregate principal amount of senior debt
securities which may be issued under the indenture and provides that Televisa
may issue senior debt securities from time to time in one or more series. The
senior debt securities which Televisa may issue under the indenture, including
the notes, are collectively referred to in this prospectus as the "senior
notes."

     The old notes issued in March 2005 and May 2005 are a single series of
notes under the indenture. The old notes and the new notes, which together are
referred to in this prospectus as the "notes," will constitute a single series
of senior notes under the indenture. If the exchange offer described under "The
Exchange Offer" is consummated, holders of old notes who do not exchange their
old notes for new notes will vote together as a single series of notes with
holders of the new notes of the series for all relevant purposes under the
indenture. In that regard, the indenture requires that certain actions by the
holders under the notes (including acceleration following an event of default)
must be taken, and certain rights must be exercised, by specified minimum
percentages of the aggregate principal amount of the outstanding notes. In
determining whether holders of the requisite percentage in principal amount have
given any notice, consent or waiver or taken any other action permitted under
the indenture, any old notes which remain outstanding after the exchange offer
will be aggregated with the new notes of the relevant series and the holders of
the old notes and new notes will vote together as a single series for all
purposes. Accordingly, all references in this prospectus to specified
percentages in aggregate principal amount of the outstanding notes will be
deemed to mean, at any time after the exchange offer is consummated, the
percentages in aggregate principal amount of the old notes and the new notes
then outstanding.

     The notes are unsecured senior obligations of Televisa and are initially
limited to an aggregate principal amount of U.S.$600 million, consisting of $400
million principal amount of senior notes issued on March 18, 2005 and $200
million principal amount of senior notes of the same series issued on May 26,
2005. Televisa may "reopen" the note series and issue additional notes of the
same series. The notes bear interest at the rate per annum shown above from the
date of original issuance or from the most recent date to which interest has
been paid or duly provided for, payable semi-annually on March 18 and September
18 of each year, each of which is referred to in this prospectus as an "interest
payment date," commencing September 18, 2005, to the persons in whose names the
notes are registered at the close of business on the fifteenth calendar day
preceding the interest payment date. Interest payable at maturity will be
payable to the person to whom principal will be payable on that date. Interest
on the notes will be calculated on the basis of a 360-day year of twelve 30-day
months. The maturity date for the notes is March 18, 2025. If any interest
payment date or maturity date would otherwise be a day that is not a business
day, the related payment of principal and interest will be made on the next
succeeding business day as if it were made on the date the payment was due, and
no interest will accrue on the amounts so payable for the period from and after
the interest payment date or the maturity date, as the case may be, to the next
succeeding business day. A business day means a day other than a Saturday,
Sunday or other day on which banking institutions in New York, New York or
Luxembourg are authorized or obligated by law, regulation or executive order to
close. The notes will not be subject to any sinking fund. For a discussion of
the circumstances in which the interest rate on the notes may be adjusted, see
"The Exchange Offer."

                                        40
<PAGE>

     The indenture does not contain any provision that would limit the ability
of Televisa to incur indebtedness or to substantially reduce or eliminate
Televisa's assets or that would afford the holders of the notes protection in
the event of a decline in Televisa's credit quality or a takeover,
recapitalization or highly leveraged or similar transaction involving Televisa.
In addition, subject to the limitations set forth under "-- Merger and
Consolidation," Televisa may, in the future, enter into certain transactions,
including the sale of all or substantially all of its assets or the merger or
consolidation of Televisa, that would increase the amount of Televisa's
indebtedness or substantially reduce or eliminate Televisa's assets, which may
have an adverse effect on Televisa's ability to service its indebtedness,
including the notes.

     Each book-entry note will be represented by one or more global notes in
fully registered form, registered in the name of The Depository Trust Company,
which is referred to in this prospectus as "DTC" or the "depositary," or its
nominee. Beneficial interests in the global notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. See "-- Form, Denomination and Registration." Except in the
limited circumstances described in this prospectus, book-entry notes will not be
exchangeable for notes issued in fully registered form ("certificated notes").

     In the event that, as a result of certain changes in law affecting Mexican
withholding taxes, Televisa becomes obliged to pay additional amounts in excess
of those attributable to a Mexican withholding tax rate of 10%, the notes will
be redeemable, as a whole but not in part, at Televisa's option at any time at
100% of their principal amount plus accrued and unpaid interest, if any. See
"-- Withholding Tax Redemption." In addition, we will have the right at our
option to redeem any of the Notes in whole or in part at a redemption price
equal to the Make-Whole Amount (as defined below).

     Book-entry notes may be transferred or exchanged only through the
depositary. See "-- Form, Denomination and Registration." Registration of
transfer or exchange of certificated notes will be made at the office or agency
maintained by Televisa for this purpose in the Borough of Manhattan, The City of
New York, currently the office of the trustee at 101 Barclay Street, New York,
New York 10286 or at the office of Dexia Banque Internationale a Luxembourg, our
paying and transfer agent in Luxembourg, at 69 route d'Esch, L-2953, Luxembourg.
Neither Televisa nor the trustee will charge a service charge for any
registration of transfer or exchange of notes, but Televisa may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with the transfer or exchange (other than exchanges
pursuant to the indenture not involving any transfer). Televisa will maintain a
paying and transfer agent in Luxembourg for so long as any notes or any new
notes are listed on the Luxembourg Stock Exchange.

     Televisa will make payments of principal, and premium, if any, and interest
on book-entry notes through the trustee to the depositary. See "-- Form,
Denomination and Registration." In the case of certificated notes, Televisa will
pay the principal and premium, if any, due on the maturity date in immediately
available funds upon presentation and surrender by the holder of the notes at
the office or agency maintained by Televisa for this purpose in the Borough of
Manhattan, The City of New York, currently the office of the trustee at 101
Barclay Street, New York, New York 10286 or at the office of Dexia Banque
Internationale a Luxembourg, our paying and transfer agent in Luxembourg. In the
case of a transfer of only part of a certificated note, the new certificated
note in respect of the balance of the principal amount of the certificated note
not transferred will be delivered at the office of the Trustee or relevant
transfer agent, as the case may be, or sent by mail to the transferor at the
transferor's risk and expense. Televisa will pay interest due on the maturity
date of a certificated note to the person to whom payment of the principal and
premium, if any, will be made. Televisa will pay interest due on a certificated
note on any interest payment date other than the maturity date by check mailed
to the address of the holder entitled to the payment as the address shall appear
in the note register of Televisa. Notwithstanding the foregoing, a holder of
U.S.$10.0 million or more in aggregate principal amount of certificated notes
will be entitled to receive interest payments, if any, on any interest payment
date other than the maturity date by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received in writing by
the trustee not less than 15 calendar days prior to the interest payment date.
Any wire transfer instructions received by the trustee will remain in effect
until revoked by the holder. Any interest not punctually paid or duly provided
for on a certificated note on any interest payment date other than the maturity
date will cease to be payable to the holder of the note as of the close of
business on the related record date and may either be paid (1) to the person in
whose name the
                                        41
<PAGE>

certificated note is registered at the close of business on a special record
date for the payment of the defaulted interest that is fixed by Televisa,
written notice of which will be given to the holders of the notes not less than
30 calendar days prior to the special record date, or (2) at any time in any
other lawful manner.

     All monies paid by Televisa to the trustee or any paying agent for the
payment of principal of, and premium and interest on, any note which remains
unclaimed for two years after the principal, premium or interest is due and
payable may be repaid to Televisa and, after that payment, the holder of the
note will look only to Televisa for payment.

RANKING AND HOLDING COMPANY STRUCTURE

     We are a holding company with no significant operating assets other than
through our ownership of shares of our subsidiaries and cash and cash
equivalents. We receive substantially all of our operating income from our
subsidiaries. The notes are solely our unsecured senior obligations ranking pari
passu among themselves and with other unsecured senior obligations, including
the 8 5/8% Notes due 2005, 8% Notes due 2011 and the 8.50% Notes due 2032.
Claims of creditors of our subsidiaries, including trade creditors and banks and
other lenders, will have priority over the claims of holders of the notes with
respect to the assets of our subsidiaries. At March 31, 2005, our subsidiaries
had approximately Ps.22,070.1 million (equivalent to approximately U.S.$1,977.8
million) of liabilities, (excluding liabilities to us and excluding guarantees
by subsidiaries of indebtedness of Televisa), U.S.$570.9 million of which was
Dollar-denominated including approximately Ps.4,411.2 million (equivalent to
approximately U.S.$395.3 million), U.S.$304.5 million of which was Dollar-
denominated of indebtedness. All of these liabilities will effectively rank
senior to the notes. See "Risk Factors -- Risk Factors Related to the Notes and
the Exchange Offer -- We Are a Holding Company with Our Assets Held Primarily by
Our Subsidiaries; Creditors of Those Companies Have a Claim on Their Assets That
Is Effectively Senior to That of Holders of the Notes."

FORM, DENOMINATION AND REGISTRATION

     The new notes will be issued in book-entry form in minimum denominations of
U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The notes
will initially be issued in the form of one or more global notes in definitive,
full registered book entry form, without interest coupons that will be deposited
with, or on behalf of, the depositary or its nominee.

     So long as the depositary, which initially will be DTC, or its nominee is
the registered owner of a global note, the depositary or its nominee, as the
case may be, will be the sole holder of the notes represented by the global note
for all purposes under the indenture. Except as otherwise provided in this
section, the beneficial owners of the global notes representing the notes will
not be entitled to receive physical delivery of certificated notes and will not
be considered the holders of the notes for any purpose under the indenture, and
no global note representing the book-entry notes will be exchangeable or
transferable. Accordingly, each beneficial owner must rely on the procedures of
the depositary and, if the beneficial owner is not a participant of the
depositary, then the beneficial owner must rely on the procedures of the
participant through which the beneficial owner owns its interest in order to
exercise any rights of a holder under the global notes or the indenture. The
laws of some jurisdictions may require that certain purchasers of notes take
physical delivery of the notes in certificated form. Such limits and laws may
impair the ability to transfer beneficial interests in a global note
representing the notes.

     The global notes representing the notes will be exchangeable for
certificated notes of like tenor and terms and of differing authorized
denominations aggregating a like principal amount, only if the depositary
notifies us that it is unwilling or unable to continue as depositary for the
global notes, the depositary ceases to be a clearing agency registered under the
Exchange Act, we in our sole discretion determine that the global notes shall be
exchangeable for certificated notes, or there shall have occurred and be
continuing an event of default under the indenture with respect to the notes.

     Upon any exchange, the certificated notes shall be registered in the names
of the beneficial owners of the global notes representing the notes, which names
shall be provided by the depositary's relevant participants (as identified by
the depositary) to the trustee.
                                        42
<PAGE>

     Cross-Market Transfers.  Subject to compliance with the transfer
restrictions applicable to any new notes and the certification and other
requirements set forth in the indenture, any cross-market transfer between
participants of the depository, on the one hand, and Euroclear or Clearstream
banking, on the other hand, will be effected in the depositary's book-entry
system on behalf of Euroclear or Clearstream Banking, as the case may be in
accordance with the rules of the depositary. However, these cross-market
transfers may require delivery of instructions to Euroclear or Clearstream
Banking, as the case may be, by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines. Euroclear or
Clearstream Banking, as the case may be, will, if the transfer meets its
settlement requirements, deliver instructions to its respective depositary to
take action to effect final settlement on its behalf by delivering or receiving
the beneficial interests in the applicable global note in the depositary, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to the depositary. Participants in Euroclear or
Clearstream Banking may not deliver instructions directly to the depositaries
for Euroclear or Clearstream Banking, as the case may be.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream Banking participant purchasing a beneficial interest in a global
note from a depositary participant will be credited during the securities
settlement processing day, which must be a business day for Euroclear or
Clearstream Banking, as applicable, immediately following the depositary's
settlement date. Credit of a transfer of a beneficial interest in a global note
settled during that processing day will be reported to the applicable Euroclear
or Clearstream Banking participant on that day. Cash received in Euroclear or
Clearstream Banking as a result of a transfer of a beneficial interest in a
global note by or through a Euroclear or Clearstream Banking participant to a
depositary participant will be received with value on the depositary's
settlement date but will be available in the applicable Euroclear or Clearstream
Banking cash account only as of the business day following settlement in the
depositary.

     Any beneficial interest in a global note that is transferred for a
beneficial interest in another global note will, upon transfer, cease to be an
interest in the original global note and will become an interest in the other
global note and, accordingly, will be subject to all transfer restrictions and
other procedures applicable to beneficial interests in the other global note for
as long as it remains a beneficial interest in that global note.

     In order to insure the availability of Rule 144(k) under the Securities
Act, the indenture provides that all notes, other than the new notes, which are
redeemed, purchased or otherwise acquired by Televisa or any of its subsidiaries
or "affiliates," as defined in Rule 144 under the Securities Act, may not be
resold or otherwise transferred and will be delivered to the trustee for
cancellation.

     Information Relating to the Depositary.  The following is based on
information furnished by the depositary:

          The depositary will act as the depositary for the notes. The notes
     will be issued as fully registered senior notes registered in the name of
     Cede & Co., which is the depositary's partnership nominee. Fully registered
     global notes will be issued for the notes, in the aggregate principal
     amount of the issue, and will be deposited with the depositary.

          The depositary is a limited-purpose trust company organized under the
     New York Banking Law, a "banking organization" within the meaning of the
     New York Banking Law, a member of the Federal Reserve System, a "clearing
     corporation" within the meaning of the New York Uniform Commercial Code,
     and a "clearing agency" registered pursuant to the provisions of Section
     17A of the Exchange Act. The depositary holds securities that its
     participants deposit with the depositary. The depositary also facilitates
     the settlement among participants of securities transactions, including
     transfers and pledges, in deposited securities through electronic
     computerized book-entry changes to participants' accounts, thereby
     eliminating the need for physical movement of senior notes certificates.
     Direct participants of the depositary include securities brokers and
     dealers, including the initial purchasers of the notes, banks, trust
     companies, clearing corporations and certain other organizations. The
     depositary is owned by a number of its direct participants, including the
     initial purchasers of the notes and by the New York Stock Exchange, Inc.,
     the American Stock Exchange, Inc., and the National Association of
     Securities Dealers, Inc. Access to the depositary's system is also
     available to indirect participants, which includes securities
                                        43
<PAGE>

     brokers and dealers, banks and trust companies that clear through or
     maintain a custodial relationship with a direct participant, either
     directly or indirectly. The rules applicable to the depositary and its
     participants are on file with the SEC.

          Purchases of notes under the depositary's system must be made by or
     through direct participants, which will receive a credit for the notes on
     the depositary's record. The ownership interest of each beneficial owner,
     which is the actual purchaser of each note, represented by global notes, is
     in turn to be recorded on the direct and indirect participants' records.
     Beneficial owners will not receive written confirmation from the depositary
     of their purchase, but beneficial owners are expected to receive written
     confirmations providing details of the transaction, as well as periodic
     statements of their holdings, from the direct or indirect participants
     through which the beneficial owner entered into the transaction. Transfers
     of ownership interests in the global notes representing the notes are to be
     accomplished by entries made on the books of participants acting on behalf
     of beneficial owners. Beneficial owners of the global notes representing
     the notes will not receive certificated notes representing their ownership
     interests therein, except in the limited circumstances described above.

          To facilitate subsequent transfers, all global notes representing the
     notes which are deposited with, or on behalf of, the depositary are
     registered in the name of the depositary's nominee, Cede & Co. The deposit
     of global notes with, or on behalf of, the depositary and their
     registration in the name of Cede & Co. effect no change in beneficial
     ownership. The depositary has no knowledge of the actual beneficial owners
     of the global notes representing the notes; the depositary's records
     reflect only the identity of the direct participants to whose accounts the
     notes are credited, which may or may not be the beneficial owners. The
     participants will remain responsible for keeping account of their holdings
     on behalf of their customers.

          Conveyance of notices and other communications by the depositary to
     direct participants, by direct participants to indirect participants, and
     by direct and indirect participants to beneficial owners will be governed
     by arrangements among them, subject to any statutory or regulatory
     requirements as may be in effect from time to time.

          Neither the depositary nor Cede & Co. will consent or vote with
     respect to the global notes representing the notes. Under its usual
     procedure, the depositary mails an omnibus proxy to Televisa as soon as
     possible after the applicable record date. The omnibus proxy assigns Cede &
     Co.'s consenting or voting rights to those direct participants to whose
     accounts the notes are credited on the applicable record date (identified
     in a listing attached to the omnibus proxy).

          Principal, premium, if any, and/or interest payments on the global
     notes representing the notes will be made to the depositary. The
     depositary's practice is to credit direct participants' accounts on the
     applicable payment date in accordance with their respective holdings shown
     on the depositary's records unless the depositary has reason to believe
     that it will not receive payment on the date. Payments by participants to
     beneficial owners will be governed by standing instructions and customary
     practices, as is the case with securities held for the accounts of
     customers in bearer form or registered in "street name," and will be the
     responsibility of the participant and not of the depositary, the trustee or
     Televisa, subject to any statutory or regulatory requirements as may be in
     effect from time to time. Payment of principal, premium, if any, and/or
     interest to the depositary is the responsibility of Televisa or the
     trustee, disbursement of the payments to direct participants will be the
     responsibility of the depositary, and disbursement of the payments to the
     beneficial owners will be the responsibility of direct and indirect
     participants.

          The depositary may discontinue providing its services as securities
     depositary with respect to the notes at any time by giving reasonable
     notice to Televisa or the trustee. Under such circumstances, in the event
     that a successor securities depositary is not obtained, certificated notes
     are required to be printed and delivered.

     Televisa may decide to discontinue use of the system of book-entry
transfers through the depositary or a successor securities depositary. In that
event, certificated notes will be printed and delivered.

                                        44
<PAGE>

     Although the depositary, Euroclear and Clearstream Banking have agreed to
the procedures described above in order to facilitate transfers of interests in
the global notes among participants of the depositary, Euroclear and Clearstream
Banking, they are under no obligation to perform or continue to perform these
procedures, and these procedures may be discontinued at any time. Neither the
trustee nor Televisa will have any responsibility for the performance by the
depositary, Euroclear or Clearstream Banking or their respective participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations.

     Trading.  Transfers between participants in the depositary will be effected
in the ordinary way in accordance with the depositary's rules and operating
procedures, while transfers between participants in Euroclear and Clearstream
Banking will be effected in the ordinary way in accordance with their respective
rules and operating procedures.

     The information in this subsection "-- Form, Denomination and Registration"
concerning the depositary, Euroclear and Clearstream Banking and their
respective book-entry systems has been obtained from the depository, Euroclear
and Clearstream Banking but Televisa takes responsibility solely for the
accuracy of its extraction of this information.

CERTAIN COVENANTS

     The indenture provides that the covenants set forth below are applicable to
Televisa and its Restricted Subsidiaries.

     Limitation on Liens.  Televisa will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur or assume any Lien, except
for Permitted Liens, on any Principal Property to secure the payment of Funded
Indebtedness of Televisa or any Restricted Subsidiary if, immediately after the
creation, incurrence or assumption of such Lien the sum of (without duplication)
(A) the aggregate outstanding principal amount of all Funded Indebtedness of
Televisa and the Restricted Subsidiaries that is secured by Liens (other than
Permitted Liens) on any Principal Property and (B) the Attributable Debt
relating to any Sale and Leaseback Transaction which would otherwise be subject
to the provisions of clause 2(A)(i) of the "Limitation on Sale and Leaseback"
covenant would exceed the greater of (x) U.S.$300 million and (y) 15% of
Adjusted Consolidated Net Tangible Assets, unless effective provision is made
whereby the notes (together with, if Televisa shall so determine, any other
Funded Indebtedness ranking equally with the notes, whether then existing or
thereafter created) are secured equally and ratably with (or prior to) such
Funded Indebtedness (but only for so long as such Funded Indebtedness is so
secured). For purposes of this covenant, the value of any Lien on any Principal
Property securing Funded Indebtedness will be computed on the basis of the
lesser of (i) the outstanding principal amount of such secured Funded
Indebtedness and (ii) the higher of (x) the book value or (y) the Fair Market
Value of the Principal Property securing such Funded Indebtedness.

     The foregoing limitation on Liens shall not apply to the creation,
incurrence or assumption of the following Liens ("Permitted Liens"):

          (1) Any Lien which arises out of a judgment or award against Televisa
     or any Restricted Subsidiary with respect to which Televisa or such
     Restricted Subsidiary at the time shall be prosecuting an appeal or
     proceeding for review (or with respect to which the period within which
     such appeal or proceeding for review may be initiated shall not have
     expired) and with respect to which it shall have secured a stay of
     execution pending such appeal or proceedings for review or with respect to
     which Televisa or such Restricted Subsidiary shall have posted a bond and
     established adequate reserves (in accordance with Mexican GAAP) for the
     payment of such judgment or award;

          (2) Liens arising from the rendering of a final judgment or order
     against Televisa or any Restricted Subsidiary of Televisa that would not,
     with notice, passage of time or both, give rise to an Event of Default;

          (3) Liens incurred or deposits made to secure indemnity obligations in
     respect of the disposition of any business or assets of Televisa or any
     Restricted Subsidiary; provided that the property subject to such
                                        45
<PAGE>

     Lien does not have a Fair Market Value in excess of the cash or cash
     equivalent proceeds received by Televisa and its Restricted Subsidiaries in
     connection with such disposition;

          (4) Liens resulting from the deposit of funds or evidences of
     Indebtedness in trust for the purpose of discharging or defeasing
     Indebtedness of Televisa or any Restricted Subsidiary;

          (5) Liens on assets or property of a Person existing at the time such
     Person is merged into, consolidated with or acquired by Televisa or any
     Restricted Subsidiary or becomes a Restricted Subsidiary; provided that:
     (i) any such Lien is not incurred in contemplation of such merger,
     consolidation or acquisition and does not secure any property of Televisa
     or any Restricted Subsidiary other than the property and assets subject to
     such Lien prior to such merger, consolidation or acquisition or (ii) if
     such Lien is incurred in contemplation of such merger, consolidation or
     acquisition it would be, if created or incurred on or after the
     consummation of such merger, consolidation or acquisition, a Permitted Lien
     under clause 7 below;

          (6) Liens existing on the date of original issuance of the notes;

          (7) Liens securing Funded Indebtedness (including in the form of
     Capitalized Lease Obligations and purchase money Indebtedness) incurred for
     the purpose of financing the cost (including without limitation the cost of
     design, development, site acquisition, construction, integration,
     manufacture or acquisition) of real or personal property (tangible or
     intangible) which is incurred contemporaneously therewith or within 180
     days thereafter; provided (i) such Liens secure Funded Indebtedness in an
     amount not in excess of the cost of such property (plus an amount equal to
     the reasonable fees and expenses incurred in connection with the incurrence
     of such Funded Indebtedness) and (ii) such Liens do not extend to any
     property of Televisa or any Restricted Subsidiary other than the property
     for which such Funded Indebtedness was incurred;

          (8) Liens to secure the performance of statutory and common law
     obligations, surety or appeal bonds, performance bonds or other obligations
     of a like nature incurred in the ordinary course of business;

          (9) Liens to secure the notes;

          (10) Liens granted in favor of Televisa and/or any Wholly Owned
     Restricted Subsidiary to secure indebtedness owing to Televisa or such
     Wholly Owned Restricted Subsidiary;

          (11) Legal or equitable encumbrances deemed to exist by reason of the
     inclusion of customary negative pledge provisions in any financing document
     of Televisa or any Restricted Subsidiary;

          (12) Liens on the rights of Televisa or any Restricted Subsidiary to
     licensing, royalty and other similar payments in respect of programming or
     films and all proceeds therefrom; and

          (13) Any Lien in respect of Funded Indebtedness representing the
     extension, refinancing, renewal or replacement (or successive extensions,
     refinancings, renewals or replacements) of Funded Indebtedness secured by
     Liens referred to in clauses (3), (4), (5), (6), (7), (8), (9), (10), (11)
     and (12) above; provided that the principal of the Funded Indebtedness
     secured thereby does not exceed the principal of the Funded Indebtedness
     secured thereby immediately prior to such extension, renewal or
     replacement, plus any accrued and unpaid interest or capitalized interest
     payable thereon, reasonable fees and expenses incurred in connection
     therewith, and the amount of any prepayment premium necessary to accomplish
     any refinancing; and provided, further, that such extension, renewal or
     replacement shall be limited to all or a part of the property (or interest
     therein) subject to the Lien so extended, renewed or replaced (plus
     improvements and construction on such property); and provided, further,
     that in the case of Liens referred to in clauses (3), (4), (8), (9), (10),
     (11) and (12), the secured party with respect to the Lien so extended,
     renewed, refinanced or replaced is the party (or any successor or assignee
     thereof) that was secured prior to such extension, renewal, refinancing or
     replacement.

                                        46
<PAGE>

     Limitation on Sale and Leaseback.  Televisa will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction;
provided that Televisa or any Restricted Subsidiary may enter into a Sale and
Leaseback Transaction if:

          (1) the gross cash proceeds of the Sale and Leaseback Transaction are
     at least equal to the Fair Market Value, as determined in good faith by the
     Board of Directors and set forth in a resolution delivered to the Trustee,
     of the Principal Property that is the subject of the Sale and Leaseback
     Transaction; and

          (2) either

             (A) Televisa or the Restricted Subsidiary, as applicable, either
        (i) could have incurred a Lien to secure Funded Indebtedness in an
        amount equal to the Attributable Debt relating to such Sale and
        Leaseback Transaction pursuant to the "Limitation on Liens" covenant, or
        (ii) makes effective provision whereby the notes (together with, if
        Televisa shall so determine, any other Funded Indebtedness ranking
        equally with the notes, whether then existing or thereafter created) are
        secured equally and ratably with (or prior to) the obligations of
        Televisa or the Restricted Subsidiary under the lease of such Principal
        Property, or

             (B) within 360 days, Televisa or the Restricted Subsidiary either
        (i) applies an amount equal to the Attributable Debt in respect of such
        Sale and Leaseback Transaction to purchase the notes or to retire,
        defease or prepay (in whole or in part) other Funded Indebtedness, or
        (ii) enters into a bona fide commitment to expend for the acquisition or
        improvement of a Principal Property an amount at least equal to the
        Attributable Debt in respect of such Sale and Leaseback Transaction.

     Designation of Restricted Subsidiaries.  The Board of Directors of Televisa
may designate an Unrestricted Subsidiary as a Restricted Subsidiary or designate
a Restricted Subsidiary as an Unrestricted Subsidiary at any time; provided that
(1) immediately after giving effect to such designation, Televisa and its
Restricted Subsidiaries would have been permitted to incur at least $1.00 of
additional Funded Indebtedness secured by a Lien pursuant to the "Limitation on
Liens" covenant (other than Funded Indebtedness permitted to be secured by a
Lien pursuant to the provisions of the definition of "Permitted Liens"), (2) no
default or event of default shall have occurred and be continuing, and (3) an
Officer's Certificate with respect to such designation is delivered to the
Trustee within 75 days after the end of the fiscal quarter of Televisa in which
such designation is made (or, in the case of a designation made during the last
fiscal quarter of Televisa's fiscal year, within 120 days after the end of such
fiscal year), which Officers' Certificate shall state the effective date of such
designation. Televisa has initially designated as Unrestricted Subsidiaries all
of its Subsidiaries other than those subsidiaries engaged in television
broadcasting, pay television networks and programming exports (other than the
subsidiaries which operate Bay City Television) and will deliver the required
Officers' Certificate with respect thereto to the Trustee, on or prior to the
date of initial issuance of the notes.

     Repurchase of Notes upon a Change of Control.  Televisa must commence,
within 30 days of the occurrence of a Change of Control, and consummate an Offer
to Purchase for all notes then outstanding, at a purchase price equal to 101% of
the principal amount of the notes on the date of repurchase, plus accrued
interest (if any) to the date of purchase. Televisa is not required to make an
Offer to Purchase following a Change of Control if a third party makes an Offer
to Purchase that would be in compliance with the provisions described in this
covenant if it were made by Televisa and such third party purchases (for the
consideration referred to in the immediately preceding sentence) the notes
validly tendered and not withdrawn. Prior to the mailing of the notice to
holders and publishing such notice to holders in a daily newspaper of general
circulation in Luxembourg commencing such Offer to Purchase, but in any event
within 30 days following any Change of Control, Televisa covenants to (i) repay
in full all indebtedness of Televisa that would prohibit the repurchase of the
notes pursuant to such Offer to Purchase or (ii) obtain any requisite consents
under instruments governing any such indebtedness of Televisa to permit the
repurchase of the notes. Televisa shall first comply with the covenant in the
preceding sentence before it repurchases notes upon a Change of Control pursuant
to this covenant.

                                        47
<PAGE>

     The covenant requiring Televisa to repurchase the notes will, unless
consents are obtained, require Televisa to repay all indebtedness then
outstanding, which by its terms would prohibit such note repurchase, either
prior to or concurrently with such note repurchase. There can be no assurance
that Televisa will have sufficient funds available at the time of any Change of
Control to make any debt payment (including repurchases of notes) required by
the foregoing covenant (as well as by any covenant contained in other securities
of Televisa which might be outstanding at the time).

     Additional Amounts.  All payments of amounts due in respect of the notes by
Televisa will be made without withholding or deduction for or on account of any
present or future taxes or duties of whatever nature imposed or levied by or on
behalf of Mexico, any political subdivision thereof or any agency or authority
of or in Mexico ("Taxes") unless the withholding or deduction of such Taxes is
required by law or by the interpretation or administration thereof. In that
event, Televisa will pay such additional amounts ("Additional Amounts") as may
be necessary in order that the net amounts receivable by the holders after such
withholding or deduction shall equal the respective amounts which would have
been receivable in respect of the notes, in the absence of such withholding or
deduction, which Additional Amounts shall be due and payable when the amounts to
which such Additional Amounts relate are due and payable; except that no such
Additional Amounts shall be payable with respect to:

          (i) any Taxes which are imposed on, or deducted or withheld from,
     payments made to the holder or beneficial owner of a note by reason of the
     existence of any present or former connection between the holder or
     beneficial owner of the note (or between a fiduciary, settlor, beneficiary,
     member or shareholder of, or possessor of a power over, such holder or
     beneficial owner, if such holder or beneficial owner is an estate, trust,
     corporation or partnership) and Mexico (or any political subdivision or
     territory or possession thereof or area subject to its jurisdiction)
     (including, without limitation, such holder or beneficial owner (or such
     fiduciary, settlor, beneficiary, member, shareholder or possessor) (x)
     being or having been a citizen or resident thereof, (y) maintaining or
     having maintained an office, permanent establishment, fixed base or branch
     therein, or (z) being or having been present or engaged in a trade or
     business therein) other than the mere holding of such note or the receipt
     of amounts due in respect thereof;

          (ii) any estate, inheritance, gift, sales, stamp, transfer or personal
     property Tax;

          (iii) any Taxes that are imposed on, or withheld or deducted from,
     payments made to the holder or beneficial owner of a note to the extent
     such Taxes would not have been so imposed, deducted or withheld but for the
     failure by such holder or beneficial owner of such note to comply with any
     certification, identification, information, documentation or other
     reporting requirement concerning the nationality, residence, identity or
     connection with Mexico (or any political subdivision or territory or
     possession thereof or area subject to its jurisdiction) of the holder or
     beneficial owner of such note if (x) such compliance is required or imposed
     by a statute, treaty, regulation, rule, ruling or administrative practice
     in order to make any claim for exemption from, or reduction in the rate of,
     the imposition, withholding or deduction of any Taxes, and (y) at least 60
     days prior to the first payment date with respect to which Televisa shall
     apply this clause (iii), Televisa shall have notified all the holders of
     notes, in writing, that such holders or beneficial owners of the notes will
     be required to provide such information or documentation;

          (iv) any Taxes imposed on, or withheld or deducted from, payments made
     to a holder or beneficial owner of a note at a rate in excess of the 4.9%
     rate of Tax in effect on the date hereof and uniformly applicable in
     respect of payments made by Televisa to all holders or beneficial owners
     eligible for the benefits of a treaty for the avoidance of double taxation
     to which Mexico is a party without regard to the particular circumstances
     of such holders or beneficial owners (provided that, upon any subsequent
     increase in the rate of Tax that would be applicable to payments to all
     such holders or beneficial owners without regard to their particular
     circumstances, such increased rate shall be substituted for the 4.9% rate
     for purposes of this clause (iv)), but only to the extent that (x) such
     holder or beneficial owner has failed to provide on a timely basis, at the
     reasonable request of Televisa (subject to the conditions set forth below),
     information, documentation or other evidence concerning whether such holder
     or beneficial

                                        48
<PAGE>

     owner is eligible for benefits under a treaty for the avoidance of double
     taxation to which Mexico is a party if necessary to determine the
     appropriate rate of deduction or withholding of Taxes under such treaty or
     under any statute, regulation, rule, ruling or administrative practice, and
     (y) at least 60 days prior to the first payment date with respect to which
     Televisa shall make such reasonable request, Televisa shall have notified
     the holders of the notes, in writing, that such holders or beneficial
     owners of the notes will be required to provide such information,
     documentation or other evidence;

          (v) to or on behalf of a holder of a note in respect of Taxes that
     would not have been imposed but for the presentation by such holder for
     payment on a date more than 15 days after the date on which such payment
     became due and payable or the date on which payment thereof is duly
     provided for and notice thereof given to holders, whichever occurs later,
     except to the extent that the holder of such note would have been entitled
     to Additional Amounts in respect of such Taxes on presenting such note for
     payment on any date during such 15-day period; or

          (vi) any combination of (i), (ii), (iii), (iv) or (v) above (the Taxes
     described in clauses (i) through (vi), for which no Additional Amounts are
     payable, are hereinafter referred to as "Excluded Taxes").

     Notwithstanding the foregoing, the limitations on Televisa's obligation to
pay Additional Amounts set forth in clauses (iii) and (iv) above shall not apply
if (a) the provision of information, documentation or other evidence described
in such clauses (iii) and (iv) would be materially more onerous, in form, in
procedure or in the substance of information disclosed, to a holder or
beneficial owner of a note (taking into account any relevant differences between
U.S. and Mexican law, rules, regulations or administrative practice) than
comparable information or other reporting requirements imposed under U.S. tax
law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9)
or (b) Rule 3.23.8 issued by the Secretaria de Hacienda y Credito Publico
(Ministry of Finance and Public Credit) or a substantially similar successor of
such rule is in effect, unless the provision of the information, documentation
or other evidence described in clauses (iii) and (iv) is expressly required by
statute, regulation, rule, ruling or administrative practice in order to apply
Rule 3.23.8 (or a substantially similar successor of such rule), Televisa cannot
obtain such information, documentation or other evidence on its own through
reasonable diligence and Televisa otherwise would meet the requirements for
application of Rule 3.23.8 (or such successor of such rule). In addition, such
clauses (iii) and (iv) shall not be construed to require that a non-Mexican
pension or retirement fund or a non-Mexican financial institution or any other
holder register with the Ministry of Finance and Public Credit for the purpose
of establishing eligibility for an exemption from or reduction of Mexican
withholding tax or to require that a holder or beneficial owner certify or
provide information concerning whether it is or is not a tax-exempt pension or
retirement fund.

     At least 30 days prior to each date on which any payment under or with
respect to the notes is due and payable, if Televisa will be obligated to pay
Additional Amounts with respect to such payment (other than Additional Amounts
payable on the date of the indenture), Televisa will deliver to the Trustee an
Officer's Certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable, and will set forth such other information
necessary to enable the Trustee to pay such Additional Amounts to holders on the
payment date. Whenever either in the indenture or in this prospectus there is
mentioned, in any context, the payment of principal (and premium, if any),
redemption price, interest or any other amount payable under or with respect to
any note, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.

     In the event that Televisa has become or would become required to pay any
Additional Amounts in excess of those attributable to Taxes that are imposed,
deducted or withheld at a rate of 10% as a result of certain changes affecting
Mexican tax laws, Televisa may redeem all, but not less than all, of the notes,
at any time at 100% of the principal amount, together with accrued and unpaid
interest thereon, if any, to the redemption date. See "-- Withholding Tax
Redemption."

                                        49
<PAGE>

     Televisa will provide the Trustee with documentation evidencing the payment
of Mexican taxes in respect of which Televisa has paid any Additional Amounts.
Copies of such documentation will be made available to the holders or the paying
agent, as applicable, upon request therefor.

     In addition, Televisa will pay any stamp, issue, registration, documentary
or other similar taxes and other duties (including interest and penalties) (a)
payable in Mexico or the United States (or any political subdivision of either
jurisdiction) in respect of the creation, issue and offering of the notes, and
(b) payable in Mexico (or any political subdivision thereof) in respect of the
subsequent redemption or retirement of the notes (other than, in the case of any
subsequent redemption or retirement, Excluded Taxes; except for this purpose,
the definition of Excluded Taxes will not include those defined in clause (ii)
thereof).

OPTIONAL REDEMPTION

     We will not be permitted to redeem the notes before their stated maturity,
except as set forth below. The notes will not be entitled to the benefit of any
sinking fund -- meaning that we will not deposit money on a regular basis into
any separate account to repay your notes. In addition, you will not be entitled
to require us to repurchase your notes from you before the stated maturity.

  OPTIONAL REDEMPTION WITH "MAKE-WHOLE" AMOUNT

     We will have the right at our option to redeem any of the notes in whole or
in part, at any time or from time to time prior to their maturity, on at least
30 days' but not more than 60 days' notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes and (2) the sum of the
present values of each remaining scheduled payment of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 40 basis points (the "Make-Whole
Amount"), plus in each case accrued interest on the principal amount of the
notes to the date of redemption.

     "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

     "Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such notes.

     "Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.

     "Comparable Treasury Price" means, with respect to any redemption date (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (2) if the trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

     "Reference Treasury Dealer" means Credit Suisse First Boston LLC or its
affiliates which are primary United States government securities dealers and two
other leading primary United States government securities dealers in New York
City reasonably designated by us; provided, however, that if any of the
foregoing shall cease to be a primary United States government securities dealer
in New York City (a "Primary Treasury Dealer"), we will substitute therefor
another Primary Treasury Dealer.

     "Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 3:30 pm New York
time on the third business day preceding such redemption date.

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<PAGE>

     On and after the redemption date, interest will cease to accrue on the
notes or any portion of the notes called for redemption (unless we default in
the payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with the trustee money sufficient to pay the
redemption price of and (unless the redemption date shall be an interest payment
date) accrued interest to the redemption date on the notes to be redeemed on
such date. If less than all of the notes are to be redeemed, the notes to be
redeemed shall be selected by the trustee by such method as the trustee shall
deem fair and appropriate.

WITHHOLDING TAX REDEMPTION

     The notes are subject to redemption ("Withholding Tax Redemption") at any
time (a "Withholding Tax Redemption Date"), as a whole but not in part, at the
election of Televisa, at a redemption price equal to 100% of the unpaid
principal amount thereof plus accrued and unpaid interest, if any, to and
including the Withholding Tax Redemption Date (the "Withholding Tax Redemption
Price") if, as a result of (i) any change in or amendment to the laws, rules or
regulations of Mexico, or any political subdivision or taxing authority or other
instrumentality thereof or therein, or (ii) any amendment to or change in the
rulings or interpretations relating to such laws, rules or regulations made by
any legislative body, court or governmental or regulatory agency or authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination) of Mexico, or any political subdivision or
taxing authority or other instrumentality thereof or therein, or (iii) any
official interpretation, application or pronouncement by any legislative body,
court or governmental or regulatory agency or authority that provides for a
position with respect to such laws, rules or regulations that differs from the
theretofore generally accepted position, which amendment or change is enacted,
promulgated, issued or announced or which interpretation, application or
pronouncement is issued or announced, in each case, after the Closing Date,
Televisa has become or would become required to pay any Additional Amounts (as
defined above) in excess of those attributable to Taxes (as defined above) that
are imposed, deducted or withheld at a rate of 10% on or from any payments under
the notes. See "-- Additional Amounts" and "Taxation -- Mexican Taxation."

     The election of Televisa to redeem the notes shall be evidenced by a
certificate (a "Withholding Tax Redemption Certificate") of a financial officer
of Televisa, which certificate shall be delivered to the Trustee. Televisa
shall, not less than 30 days nor more than 45 days prior to the Withholding Tax
Redemption Date, notify the Trustee in writing of such Withholding Tax
Redemption Date and of all other information necessary to the giving by the
Trustee of notices of such Withholding Tax Redemption. The Trustee shall be
entitled to rely conclusively upon the information so furnished by Televisa in
the Withholding Tax Redemption Certificate and shall be under no duty to check
the accuracy or completeness thereof. Such notice shall be irrevocable and upon
its delivery Televisa shall be obligated to make the payment or payments to the
Trustee referred to therein at least two Business Days prior to such Withholding
Tax Redemption Date.

     Notice of Withholding Tax Redemption shall be given by the Trustee to the
holders, in accordance with the provisions under "Notices," upon the mailing by
first-class postage prepaid to each holder at the address of such holder as it
appears in the Register not less than 15 days nor more than 30 days prior to the
Withholding Tax Redemption Date.

     The notice of Withholding Tax Redemption shall state:

          (i) the Withholding Tax Redemption Date;

          (ii) the Withholding Tax Redemption Price;

          (iii) the sum of all other amounts due to the holders under the notes
     and the indenture;

          (iv) that on the Withholding Tax Redemption Date the Withholding Tax
     Redemption Price will become due and payable upon each such note so to be
     redeemed; and

          (v) the place or places, including the offices of our paying agent in
     Luxembourg, where such notes so to be redeemed are to be surrendered for
     payment of the Withholding Tax Redemption Price.

     Notice of Withholding Tax Redemption having been given as aforesaid, the
notes so to be redeemed shall, on the Withholding Tax Redemption Date, become
due and payable at the Withholding Tax
                                        51
<PAGE>

Redemption Price therein specified. Upon surrender of any such notes for
redemption in accordance with such notice, such notes shall be paid by the
paying agent on behalf of Televisa on the Withholding Tax Redemption Date;
provided that moneys sufficient therefor have been deposited with the Trustee
for the holders.

     Notwithstanding anything to the contrary herein or in the indenture or in
the notes, if a Withholding Tax Redemption Certificate has been delivered to the
Trustee and Televisa shall have paid to the Trustee for the benefit of the
holders (i) the Withholding Tax Redemption Price and (ii) all other amounts due
to the holders and the Trustee under the notes and the indenture, then neither
the holders nor the Trustee on their behalf shall any longer be entitled to
exercise any of the rights of the holders under the notes other than the rights
of the holders to receive payment of such amounts from the paying agent and the
occurrence of an Event of Default whether before or after such payment by
Televisa to the Trustee for the benefit of the holders shall not entitle either
the holders or the Trustee on their behalf after such payment to declare the
principal of any notes then outstanding to be due and payable on any date prior
to the Withholding Tax Redemption Date. The funds paid to the Trustee shall be
used to redeem the notes on the Withholding Tax Redemption Date.

MERGER AND CONSOLIDATION

     Televisa may not consolidate with or merge into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets and
the properties and assets of its Subsidiaries (taken as a whole) as an entirety
to, any entity or entities (including limited liability companies) unless (1)
the successor entity or entities, each of which shall be organized under the
laws of Mexico or of the United States or a State thereof, shall assume by
supplemental indenture all the obligations of Televisa under the notes, the
indenture and the registration rights agreements, (2) immediately after giving
effect to the transaction or series of transactions, no default or event of
default shall have occurred and be continuing, and (3) if, as a result of such
transaction, properties or assets of Televisa would become subject to an
encumbrance which would not be permitted by the terms of the notes, Televisa or
the successor entity or entities shall take such steps as are necessary to
secure such notes equally and ratably with all indebtedness secured thereunder;
provided, that notwithstanding the foregoing, nothing herein shall prohibit
Televisa or a Restricted Subsidiary from selling, assigning, transferring,
leasing, conveying or otherwise disposing of any of Televisa's Subsidiaries that
are Unrestricted Subsidiaries at the date of the indenture or any interest
therein or any assets thereof. Thereafter, all such obligations of Televisa
shall terminate.

EVENTS OF DEFAULT

     The term "event of default" means any one of the following events with
respect to any series of senior debt securities, including the notes:

          (1) default in the payment of any interest on any senior debt security
     of the series, or any Additional Amounts payable with respect thereto, when
     the interest becomes or the Additional Amounts become due and payable, and
     continuance of the default for a period of 30 days;

          (2) default in the payment of the principal of or any premium on any
     senior debt security of the series, or any Additional Amounts payable with
     respect thereto, when the principal or premium becomes or the Additional
     Amounts become due and payable at their maturity;

          (3) failure of Televisa to comply with any of its obligations
     described above under "-- Merger and Consolidation";

          (4) default in the deposit of any sinking fund payment when and as due
     by the terms of a senior debt security of the series;

          (5) default in the performance, or breach, of any covenant or warranty
     of Televisa in the indenture or the senior debt securities (other than a
     covenant or warranty a default in the performance or the breach of which is
     elsewhere in the indenture specifically dealt with or which has been
     expressly included in the indenture solely for the benefit of a series of
     senior debt securities other than the relevant series), and continuance of
     the default or breach for a period of 60 days after there has been given,
     by registered
                                        52
<PAGE>

     or certified mail, to Televisa by the trustee or to Televisa and the
     trustee by the holders of at least 25% in principal amount of the
     outstanding senior debt securities of the series, a written notice
     specifying the default or breach and requiring it to be remedied and
     stating that the notice is a "Notice of Default" under the indenture;

          (6) if any event of default as defined in any mortgage, indenture or
     instrument under which there may be issued, or by which there may be
     secured or evidenced, any Indebtedness of Televisa or any Material
     Subsidiary of Televisa, whether the Indebtedness now exists or shall
     hereafter be created, shall happen and shall result in Indebtedness in
     aggregate principal amount (or, if applicable, with an issue price and
     accreted original issue discount) in excess of U.S.$100 million becoming or
     being declared due and payable prior to the date on which it would
     otherwise become due and payable, and (i) the acceleration shall not be
     rescinded or annulled, (ii) such Indebtedness shall not have been paid or
     (iii) Televisa or such Material Subsidiary shall not have contested such
     acceleration in good faith by appropriate proceedings and have obtained and
     thereafter maintained a stay of all consequences that would have a material
     adverse effect on Televisa, in each case within a period of 30 days after
     there shall have been given, by registered or certified mail, to Televisa
     by the trustee or to Televisa and the trustee by the holders of at least
     25% in principal amount of the outstanding senior debt securities of the
     series then outstanding, a written notice specifying the default or
     breaches and requiring it to be remedied and stating that the notice is a
     "Notice of Default" or other notice as prescribed in the indenture;
     provided, however, that if after the expiration of such period, such event
     of default shall be remedied or cured by Televisa or be waived by the
     holders of such Indebtedness in any manner authorized by such mortgage,
     indenture or instrument, then the event of default with respect to such
     series of senior debt securities or by reason thereof shall, without
     further action by Televisa, the trustee or any holder of senior debt
     securities of such series, be deemed cured and not continuing;

          (7) the entry by a court having competent jurisdiction of:

             (a) a decree or order for relief in respect of Televisa or any
        Material Subsidiary in an involuntary proceeding under any applicable
        bankruptcy, insolvency, reorganization or other similar law, which
        decree or order shall remain unstayed and in effect for a period of 60
        consecutive days;

             (b) a decree or order adjudging Televisa or any Material Subsidiary
        to be insolvent, or approving a petition seeking reorganization,
        arrangement, adjustment or composition of Televisa or any Material
        Subsidiary, which decree or order shall remain unstayed and in effect
        for a period of 60 consecutive days; or

             (c) a final and non-appealable order appointing a custodian,
        receiver, liquidator, assignee, trustee or other similar official of
        Televisa or any Material Subsidiary or of any substantial part of the
        property of Televisa or any Material Subsidiary or ordering the winding
        up or liquidation of the affairs of Televisa;

          (8) the commencement by Televisa or any Material Subsidiary of a
     voluntary proceeding under any applicable bankruptcy, insolvency,
     reorganization or other similar law or of a voluntary proceeding seeking to
     be adjudicated insolvent or the consent by Televisa or any Material
     Subsidiary to the entry of a decree or order for relief in an involuntary
     proceeding under any applicable bankruptcy, insolvency, reorganization or
     other similar law or to the commencement of any insolvency proceedings
     against it, or the filing by Televisa or any Material Subsidiary of a
     petition or answer or consent seeking reorganization or relief under any
     applicable law, or the consent by Televisa or any Material Subsidiary to
     the filing of the petition or to the appointment of or taking possession by
     a custodian, receiver, liquidator, assignee, trustee or similar official of
     Televisa or any Material Subsidiary or any substantial part of the property
     of Televisa or any Material Subsidiary or the making by Televisa or any
     Material Subsidiary of an assignment for the benefit of creditors, or the
     taking of corporate action by Televisa or any Material Subsidiary in
     furtherance of any such action; or

          (9) any other event of default provided in or pursuant to the
     indenture with respect to senior debt securities of the series.

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<PAGE>

     If an event of default with respect to senior debt securities of any series
at the time outstanding (other than an event of default specified in clause (7)
or (8) above) occurs and is continuing, then the trustee or the holders of not
less than 25% in principal amount of the outstanding senior debt securities of
the series may declare the principal of all the senior debt securities of the
series, or such lesser amount as may be provided for in the senior debt
securities of the series, to be due and payable immediately, by a notice in
writing to Televisa (and to the trustee if given by the holders), and upon any
declaration the principal or such lesser amount shall become immediately due and
payable. If an event of default specified in clause (7) or (8) above occurs, all
unpaid principal of and accrued interest on the outstanding senior debt
securities of that series (or such lesser amount as may be provided for in the
senior debt securities of the series) shall become and be immediately due and
payable without any declaration or other act on the part of the trustee or any
holder of any senior debt security of that series.

     At any time after a declaration of acceleration or automatic acceleration
with respect to the senior debt securities of any series has been made and
before a judgment or decree for payment of the money due has been obtained by
the trustee, the holders of not less than a majority in principal amount of the
outstanding senior debt securities of the series, by written notice to Televisa
and the trustee, may rescind and annul the declaration and its consequences if:

          (1) Televisa has paid or deposited with the trustee a sum of money
     sufficient to pay all overdue installments of any interest on and
     additional amounts with respect to all senior debt securities of the series
     and the principal of and any premium on any senior debt securities of the
     series which have become due otherwise than by the declaration of
     acceleration and interest on the senior debt securities; and

          (2) all events of default with respect to senior debt securities of
     the series, other than the non-payment of the principal of, any premium and
     interest on, and any additional amounts with respect to senior debt
     securities of the series which shall have become due solely by the
     acceleration, shall have been cured or waived.

     No rescission shall affect any subsequent default or impair any right
consequent thereon.

MEETINGS OF NOTEHOLDERS

     A meeting of noteholders may be called by the trustee, Televisa or the
holders of at least 10% in aggregate principal amount of the outstanding notes
at any time and from time to time, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other actions provided by
the indenture to be made, given or taken by holders of notes. The meeting shall
be held at such time and at such place in the Borough of Manhattan, The City of
New York or in such other place as the trustee shall determine. Notice of every
meeting of noteholders, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be given
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

     The persons entitled to vote a majority in principal amount of the
outstanding notes shall constitute a quorum for a meeting; except that if any
action requires holders of at least 66 2/3% in principal amount of the
outstanding notes to consent or waiver the Persons entitled to vote 66 2/3% in
principal amount of the outstanding notes shall constitute a quorum. Any
resolution presented to a meeting at which a quorum is present may be adopted
only by the affirmative vote of the holders of a majority in principal amount of
the outstanding notes; except that any resolution requiring consent of the
holders of at least 66 2/3% in principal amount of the outstanding notes may be
adopted at a meeting by the affirmative vote of the holders of at least 66 2/3%
in principal amount of the outstanding notes. Any resolution passed or decision
taken at any meeting of holders of notes duly held in accordance with the
indenture shall be binding on all the holders of notes, whether or not such
holders were present or represented at the meeting.

MODIFICATION AND WAIVER

     Modification and amendments of the indenture may be made by Televisa and
the trustee with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding senior debt

                                        54
<PAGE>

securities of each series affected thereby; provided, however, that no
modification or amendment may, without the consent of the holder of each
outstanding senior debt security affected thereby:

          (1) change the stated maturity of the principal of, or any premium or
     installment of interest on, or any Additional Amounts with respect to, any
     senior debt security;

          (2) reduce the principal amount of, or the rate (or modify the
     calculation of the rate) of interest on, or any Additional Amounts with
     respect to, or any premium payable upon the redemption of, any senior debt
     security;

          (3) change the redemption provisions of any senior debt security or
     adversely affect the right of repayment at the option of any holder of any
     senior debt security;

          (4) change the place of payment or the coin or currency in which the
     principal of, any premium or interest on or any Additional Amounts with
     respect to any senior debt security is payable;

          (5) impair the right to institute suit for the enforcement of any
     payment on or after the stated maturity of any senior debt security (or, in
     the case of redemption, on or after the redemption date or, in the case of
     repayment at the option of any holder, on or after the date for repayment);

          (6) reduce the percentage in principal amount of the outstanding
     senior debt securities, the consent of whose holders is required in order
     to take certain actions;

          (7) reduce the requirements for quorum or voting by holders of senior
     debt securities as provided in the indenture;

          (8) modify any of the provisions in the indenture regarding the waiver
     of past defaults and the waiver of certain covenants by the holders of
     senior debt securities except to increase any percentage vote required or
     to provide that certain other provisions of the indenture cannot be
     modified or waived without the consent of the holder of each senior debt
     security affected thereby; or

          (9) modify any of the above provisions.

     The holders of not less than a majority in aggregate principal amount of
the senior debt securities of any series may, on behalf of the holders of all
senior debt securities of the series, waive compliance by Televisa with certain
restrictive provisions of the indenture. The holders of not less than a majority
in aggregate principal amount of the outstanding senior debt securities of any
series may, on behalf of the holders of all senior debt securities of the
series, waive any past default and its consequences under the indenture with
respect to the senior debt securities of the series, except a default:

     - in the payment of principal (or premium, if any), or any interest on or
       any Additional Amounts with respect to senior debt securities of the
       series; or

     - in respect of a covenant or provision of the indenture that cannot be
       modified or amended without the consent of the holder of each senior debt
       security of any series.

     Under the indenture, Televisa is required to furnish the trustee annually a
statement as to performance by Televisa of certain of its obligations under the
indenture and as to any default in the performance. Televisa is also required to
deliver to the trustee, within five days after becoming aware thereof, written
notice of any event of default or any event which after notice or lapse of time
or both would constitute an event of default.

     The indenture contains provisions permitting Televisa and the trustee,
without the consent of any holders of notes, to enter into a supplemental
indenture, among other things, for purposes of curing any ambiguity or
correcting or supplementing any provisions contained in the indenture or in any
supplemental indenture or making other provisions in regard to the matters or
questions arising under the indenture or any supplemental indenture as the Board
of Directors of Televisa deems necessary or desirable and which does not
adversely affect the interests of the holders of notes in any material respect.
Televisa and the trustee, without the consent of any holders of notes, may also
enter into a supplemental indenture to establish the forms or terms of any
series of senior debt securities as are not otherwise inconsistent with any of
the provisions of the indenture.

                                        55
<PAGE>

NOTICES

     All notices regarding the notes shall be valid if that notice is given to
holders of notes in writing and mailed to each holder of notes, and, for so long
as the notes are listed on the Luxembourg Stock Exchange, if published in a
leading daily newspaper of general circulation in Luxembourg.

UNCLAIMED AMOUNTS

     Any money deposited with the trustee or paying agent or held by Televisa,
in trust, for the payment of principal, premium, interest or any Additional
Amounts, that remains unclaimed for two years after such amount becomes due and
payable shall be paid to Televisa on its request or, if held by Televisa, shall
be discharged from such trust. The holder of the notes will look only to
Televisa for payment thereof, and all liability of the trustee, paying agent or
of Televisa, as trustee, shall thereupon cease. However, the trustee or paying
agent may at the expense of Televisa cause to be published once in a newspaper
in each place of payment, or to be mailed to holders of notes, or both, notice
that that money remains unclaimed and any unclaimed balance of such money
remaining, after a specified date, will be repaid to Televisa.

CERTAIN DEFINITIONS

     The following are certain of the terms defined in the indenture:

          For purposes of the following definitions, the covenants described
     under "Certain Covenants" and the indenture generally, all calculations and
     determinations shall be made in accordance with Mexican GAAP as in effect
     on the closing date and shall be based upon the consolidated financial
     statements of Televisa and its restricted subsidiaries prepared in
     accordance with Mexican GAAP and Televisa's accounting policies as in
     effect on the closing date. Where calculations or amounts are determined
     with reference to reports filed with the Commission or the Trustee, the
     information contained in such reports shall (solely for purposes of the
     indenture) be adjusted to the extent necessary to conform to Mexican GAAP
     as in effect on the closing date.

          "Adjusted Consolidated Net Tangible Assets" means the total amount of
     assets of Televisa and its Restricted Subsidiaries (less applicable
     depreciation, amortization and other valuation reserves), including any
     write-ups or restatements required under Mexican GAAP (other than with
     respect to items referred to in clause (ii) below), after deducting
     therefrom (i) all current liabilities of Televisa and its Restricted
     Subsidiaries (excluding deposits and customer advances) and (ii) all
     goodwill, trade names, trademarks, licenses, concessions, patents,
     unamortized debt discount and expense and other intangibles, all as
     determined in accordance with Mexican GAAP; provided that "Adjusted
     Consolidated Net Tangible Assets" shall be deemed to include transmission
     rights, programs and films, as determined in accordance with Mexican GAAP.

          "Affiliate" means, as applied to any Person, any other Person directly
     or indirectly controlling, controlled by, or under direct or indirect
     common control with, such Person. For purposes of this definition,
     "control" (including, with correlative meanings, the terms "controlling,"
     "controlled by" and "under common control with"), as applied to any Person,
     means the possession, directly or indirectly, of the power to direct or
     cause the direction of the management and policies of such Person, whether
     through the ownership of voting securities, by contract or otherwise.

          "Attributable Debt" in respect of a Sale and Leaseback transaction
     means, at the time of determination, the present value of the obligation of
     the lessee for net rental payments during the remaining term of the lease
     included in such Sale and Leaseback transaction including any period for
     which such lease has been extended or may, at the option of the lessor, be
     extended. Such present value shall be calculated using a discount rate
     equal to the rate of interest implicit in such transaction, determined in
     accordance with Mexican GAAP.

          "Board of Directors" means the Board of Directors of Televisa or the
     Executive Committee thereof, if duly authorized by the Board of Directors
     and under Mexican Law to act with respect to the indenture;

                                        56
<PAGE>

     provided, that for purposes of clause (ii) of the definition of Change of
     Control, the Board of Directors shall mean the entire Board of Directors
     then in office.

          "Capitalized Lease Obligation" of any Person means any obligation of
     such Person to pay rent or other amounts under a lease with respect to any
     property (whether real, personal or mixed) acquired or leased (other than
     leases for transponders) by such Person and used in its business that is
     required to be accounted for as a liability on the balance sheet of such
     Person in accordance with Mexican GAAP and the amount of such Capitalized
     Lease Obligation shall be the amount so required to be accounted for as a
     liability.

          "Change of Control" means such time as (i) a "person" or "group"
     (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
     becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under the
     Exchange Act) of shares of Voting Stock of Televisa representing more than
     35% of the total voting power of the total Voting Stock of Televisa on a
     fully diluted basis and (A) such ownership is greater than the amount of
     voting power of the total Voting Stock, on a fully diluted basis,
     "beneficially owned" by the Existing Stockholders and their Affiliates on
     such date, (B) such beneficial owner has the right under applicable law to
     exercise the voting power of such shares and (C) such beneficial owner has
     the right to elect more directors than the Existing Stockholders and their
     Affiliates on such date; or (ii) individuals who on the Closing Date
     constitute the Board of Directors of Televisa (together with any new
     directors whose election by the Board of Directors or whose nomination for
     election by Televisa's stockholders was approved by a vote of at least
     two-thirds of the members of the Board of Directors then in office who
     either were members of the Board of Directors on the Closing Date or whose
     election or nomination for election was previously so approved) cease for
     any reason to constitute a majority of the members of the Board of
     Directors then in office.

          "Existing Stockholders" means (i) Emilio Azcarraga Jean, (ii) a
     parent, brother or sister of the individual named in clause (i), (iii) the
     spouse or a former spouse of any individual named in clause (i) or (ii),
     (iv) the lineal descendants of any person named in clauses (i) through
     (iii) and the spouse or a former spouse of any such lineal descendant, (v)
     the estate or any guardian, custodian or other legal representative of any
     individual named in clauses (i) through (iv), (vi) any trust established
     solely for the benefit of any one or more of the individuals named in
     clauses (i) through (v) and (vii) any Person in which all of the equity
     interests are owned, directly or indirectly, by any one or more of the
     Persons named in clauses (i) through (vi).

          "Fair Market Value" means, with respect to any asset or property, the
     price which could be negotiated in an arm's-length transaction, for cash,
     between an informed and willing seller under no compulsion to sell and an
     informed and willing buyer under no compulsion to buy. Fair Market Value
     shall be determined by the Board of Directors of Televisa, acting in good
     faith and evidenced by a resolution delivered to the Trustee.

          "Funded Indebtedness" of any Person means, as of the date as of which
     the amount thereof is to be determined, without duplication, all
     Indebtedness of such Person for borrowed money or for the deferred purchase
     price of property or assets in respect of which such Person is liable and
     all guarantees by such Person of any Indebtedness of others for borrowed
     money, and all Capitalized Lease Obligations of such Person, which by the
     terms thereof have a final maturity, duration or payment date more than one
     year from the date of determination thereof (including, without limitation,
     any balance of such Indebtedness or obligation which was Funded
     Indebtedness at the time of its creation maturing within one year from such
     date of determination) or which has a final maturity, duration or payment
     date within one year from such date of determination but which by its terms
     may be renewed or extended at the option of such Person for more than one
     year from such date of determination, whether or not theretofore renewed or
     extended; provided, however, "Funded Indebtedness" shall not include (1)
     any Indebtedness of Televisa or any Subsidiary to Televisa or another
     Subsidiary, (2) any guarantee by Televisa or any Subsidiary of Indebtedness
     of Televisa or another Subsidiary; provided that such guarantee is not
     secured by a Lien on any Principal Property, (3) any guarantee by Televisa
     or any Subsidiary of the Indebtedness of any person (including, without
     limitation, a business trust), if the obligation of Televisa or such
     Subsidiary

                                        57
<PAGE>

     under such guaranty is limited in amount to the amount of funds held by or
     on behalf of such person that are available for the payment of such
     Indebtedness, (4) liabilities under interest rate swap, exchange, collar or
     cap agreements and all other agreements or arrangements designed to protect
     against fluctuations in interest rates or currency exchange rates, and (5)
     liabilities under commodity hedge, commodity swap, exchange, collar or cap
     agreements, fixed price agreements and all other agreements or arrangements
     designed to protect against fluctuations in prices. For purposes of
     determining the outstanding principal amount of Funded Indebtedness at any
     date, the amount of Indebtedness issued at a price less than the principal
     amount thereof shall be equal to the amount of the liability in respect
     thereof at such date determined in accordance with Mexican GAAP.

          "Indebtedness" of any Person means:

             (1) any indebtedness of such Person (i) for borrowed money or (ii)
        evidenced by a note, debenture or similar instrument (including a
        purchase money obligation) given in connection with the acquisition of
        any property or assets, including securities;

             (2) any guarantee by such Person of any indebtedness of others
        described in the preceding clause (1); and

             (3) any amendment, renewal, extension or refunding of any such
        indebtedness or guarantee.

          "Lien" means any mortgage, pledge, lien, security interest, or other
     similar encumbrance.

          "Marketable Securities" means any securities listed on a U.S. national
     securities exchange or reported by the Nasdaq Stock Market or listed on a
     recognized international securities exchange or traded in the
     over-the-counter market and quoted by at least two broker-dealers as
     reported by the National Quotation Bureau or similar organization,
     including as Marketable Securities options, warrants and other rights to
     purchase, and securities exchangeable for or convertible into, Marketable
     Securities.

          "Material Subsidiary" means, at any relevant time, any Subsidiary that
     meets any of the following conditions:

             (1) Televisa's and its other Subsidiaries' investments in and
        advances to the Subsidiary exceed 10% of the total consolidated assets
        of Televisa and its Subsidiaries;

             (2) Televisa's and its other Subsidiaries' proportionate share of
        the total assets (after intercompany eliminations) of the Subsidiary
        exceeds 10% of the total consolidated assets of Televisa and its
        Subsidiaries;

             (3) Televisa's and its other Subsidiaries' proportionate share of
        the total revenues (after intercompany eliminations) of the Subsidiary
        exceeds 10% of the total consolidated revenue of Televisa and its
        Subsidiaries; or

             (4) Televisa's and its other Subsidiaries' equity in the income
        from continuing operations before income taxes, extraordinary items and
        cumulative effect of a change in accounting principle of the Subsidiary
        exceeds 10% of such income of Televisa and its Subsidiaries;

     all as calculated by reference to the then latest fiscal year-end accounts
     (or consolidated fiscal year-end accounts, as the case may be) of such
     Subsidiary and the then latest audited consolidated fiscal year-end
     accounts of Televisa and its Subsidiaries.

          "Mexican GAAP" means generally accepted accounting principles in
     Mexico and the accounting principles and policies of Televisa and its
     Restricted Subsidiaries, in each case as in effect as of the date of the
     indenture. All ratios and computations shall be computed in conformity with
     Mexican GAAP applied on a consistent basis and using constant Mexican Peso
     calculations.

          "Nasdaq Stock Market" means The Nasdaq Stock Market, a subsidiary of
     the National Association of Securities Dealers, Inc.

                                        58
<PAGE>

          "Person" means an individual, a corporation, a partnership, a limited
     liability company, an association, a trust or any other entity or
     organization, including a government or political subdivision or an agency
     or instrumentality thereof.

          "Principal Property" means, as of any date of determination, (a) any
     television production and/or network facility, television programming
     library, and, if applicable, any cable system and satellite television
     services facility, including land and buildings and other improvements
     thereon and equipment located therein, owned by Televisa or any Restricted
     Subsidiary and used in the ordinary course of its business and (b) any
     executive offices, administrative buildings, and research and development
     facilities, including land and buildings and other improvements thereon and
     equipment located therein, of Televisa or any Restricted Subsidiary, other
     than any such property which, in the good faith opinion of the Board of
     Directors, is not of material importance to the business conducted by
     Televisa and its Restricted Subsidiaries taken as a whole.

          "Rating Agencies" means (i) Standard & Poor's, or S&P, a division of
     The McGraw-Hill Companies, Inc. and (ii) Moody's Investors Service, Inc.
     and (iii) if S&P or Moody's or both shall not make a rating of the notes
     publicly available, a nationally recognized United States securities rating
     agency or agencies, as the case may be, selected by Televisa, which shall
     be substituted for S&P or Moody's or both, as the case may be.

          "Restricted Subsidiary" means, as of any date of determination, a
     subsidiary which has been, or is then being, designated a Restricted
     Subsidiary in accordance with the "Designation of Restricted Subsidiaries"
     covenant, unless and until designated an Unrestricted Subsidiary in
     accordance with such covenant.

          "Sale and Leaseback Transactions" means any arrangement providing for
     the leasing to Televisa or a Subsidiary of any Principal Property (except
     for temporary leases for a term, including renewals, of not more than three
     years) which has been or is to be sold by Televisa or such Subsidiary to
     the lessor.

          "Subsidiary" means any corporation, association, limited liability
     company, partnership or other business entity of which a majority of the
     total voting power of the capital stock or other interests (including
     partnership interests) entitled (without regard to the incurrence of a
     contingency) to vote in the election of directors, managers, or trustees
     thereof is at the time owned or controlled, directly or indirectly, by (i)
     Televisa, (ii) Televisa and one or more of its Subsidiaries or (iii) one or
     more Subsidiaries of Televisa.

          "Televisa" means Grupo Televisa, S.A., a limited liability stock
     corporation (sociedad anonima) organized under the laws of the United
     Mexican States, until a successor replaces it pursuant to the applicable
     provisions of the indenture and thereafter means the successor.

          "Unrestricted Subsidiary" means, as of any date of determination, any
     Subsidiary of Televisa that is not a Restricted Subsidiary.

          "Voting Stock" means, with respect to any Person, capital stock of any
     class or kind ordinarily having the power to vote for the election of
     directors, managers or other voting members of the governing body of such
     Person.

          "Wholly Owned" means, with respect to any Restricted Subsidiary of any
     Person, such Restricted Subsidiary if all of the outstanding Capital Stock
     in such Restricted Subsidiary (other than any director's qualifying shares
     or investments by foreign nationals mandated by applicable law and shares
     of Common Stock that, in the aggregate, do not exceed 1% of the economic
     value or voting power of the Capital Stock of such Restricted Subsidiary)
     is owned by such Person or one or more Wholly Owned Restricted Subsidiaries
     of such Person.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

     Televisa may discharge certain obligations to holders of any series of
senior debt securities that have not already been delivered to the trustee for
cancellation and that either have become due and payable or will
                                        59
<PAGE>

become due and payable within one year (or scheduled for redemption within one
year) by depositing with the trustee, in trust, funds in U.S. Dollars or
Government Obligations in an amount sufficient to pay the entire indebtedness on
the senior debt securities with respect to principal (and premium, if any) and
interest to the date of the deposit (if the senior debt securities have become
due and payable) or to the maturity thereof, as the case may be.

     The indenture provides that, unless the provisions of the "Defeasance and
Covenant Defeasance" section thereof are made inapplicable in respect of any
series of senior debt securities of or within any series pursuant to the "Amount
Unlimited; Issuable in Series" section thereof, Televisa may elect, at any time,
either:

     - to defease and be discharged from any and all obligations with respect to
       the senior debt securities (except for, among other things, the
       obligation to pay additional amounts, if any, upon the occurrence of
       certain events of taxation, assessment or governmental charge with
       respect to payments on the senior debt securities and other obligations
       to register the transfer or exchange of the senior debt securities, to
       replace temporary or mutilated, destroyed, lost or stolen senior debt
       securities, to maintain an office or agency with respect to the senior
       debt securities and to hold moneys for payment in trust) ("defeasance");
       or

     - to be released from its obligations with respect to the senior debt
       securities under the covenants described under "-- Certain Covenants" and
       "-- Merger and Consolidation" above or, if provided pursuant to the
       "Amount Unlimited; Issuable in Series" section of the indenture, its
       obligations with respect to any other covenant, and any omission to
       comply with the obligations shall not constitute a default or an event of
       default with respect to the senior debt securities ("covenant
       defeasance").

     Defeasance or covenant defeasance, as the case may be, shall be conditioned
upon the irrevocable deposit by Televisa with the trustee, in trust, of an
amount in U.S. Dollars at stated maturity, or Government Obligations, which is
defined below, or both, applicable to the senior debt securities which through
the scheduled payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay the principal of (and premium,
if any) and interest on the senior debt securities on the scheduled due dates
therefor.

     Such a trust may only be established if, among other things,

     - the applicable defeasance or covenant defeasance does not result in a
       breach or violation of, or constitute a default under, the indenture or
       any other material agreement or instrument to which Televisa is a party
       or by which it is bound, and

     - Televisa has delivered to the trustee an opinion of counsel (as specified
       in the indenture) to the effect that the holders of the senior debt
       securities will not recognize income, gain or loss for U.S. federal
       income tax purposes as a result of the defeasance or covenant defeasance
       and will be subject to U.S. federal income tax on the same amounts, in
       the same manner and at the same times as would have been the case if the
       defeasance or covenant defeasance had not occurred, and the opinion of
       counsel, in the case of defeasance, must refer to and be based upon a
       letter ruling of the Internal Revenue Service received by Televisa, a
       revenue ruling published by the Internal Revenue Service or a change in
       applicable U.S. federal income tax law occurring after the date of the
       indenture.

     "Government Obligations" means senior debt securities which are:

     - direct obligations of the United States of America or the government or
       the governments in the confederation which issued the Foreign Currency in
       which the senior debt securities of a particular series are payable, for
       the payment of which its full faith and credit is pledged; or

     - obligations of a Person controlled or supervised by and acting as an
       agency or instrumentality of the United States of America, the timely
       payment of which is unconditionally guaranteed as a full faith and credit
       obligation by the United States of America;

and which are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any Government Obligation

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or a specific payment of interest on or principal of or any other amount with
respect to any Government Obligation held by the custodian for the account of
the holder of the depositary receipt; provided that (except as required by law)
the custodian is not authorized to make any deduction from the amount payable to
the holder of the depositary receipt from any amount received by the custodian
with respect to the Government Obligation or the specific payment of interest on
or principal of or any other amount with respect to the Government Obligation
evidenced by the depositary receipt.

     In the event Televisa effects covenant defeasance with respect to any
senior debt securities and the senior debt securities are declared due and
payable because of the occurrence of any event of default other than an event of
default with respect to the "Limitations on Liens" and "Limitation on Sale and
Leaseback" covenants contained in the indenture (which sections would no longer
be applicable to the senior debt securities after the covenant defeasance) or
with respect to any other covenant as to which there has been covenant
defeasance, the amount in the Foreign Currency in which the senior debt
securities are payable, and Government Obligations on deposit with the trustee,
will be sufficient to pay amounts due on the senior debt securities at the time
of the stated maturity but may not be sufficient to pay amounts due on the
senior debt securities at the time of the acceleration resulting from the event
of default. However, Televisa would remain liable to make payment of the amounts
due at the time of acceleration.

GOVERNING LAW

     The indenture and the notes will be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to any
provisions relating to conflicts of laws other than Section 5-1401 of the New
York General Obligations Law.

SUBMISSION TO JURISDICTION; AGENT FOR SERVICE OF PROCESS

     We will submit to the jurisdiction of any federal or state court in the
City of New York, Borough of Manhattan for purposes of all legal actions and
proceedings instituted in connection with the notes, the indenture or the
registration rights agreements. We expect to appoint CT Corporation System Inc.,
111 Eighth Avenue, New York, New York 10011 as our authorized agent upon which
service of process may be served in any such action.

REGARDING THE TRUSTEE

     The trustee is permitted to engage in other transactions with Televisa and
its subsidiaries from time to time; provided that if the trustee acquires any
conflicting interest it must eliminate the conflict upon the occurrence of an
event of default, or else resign.

     Televisa may at any time remove the trustee at its office or agency in the
City of New York designated for the foregoing purposes and may from time to time
rescind such designations.

NO PERSONAL LIABILITY OF SHAREHOLDERS, OFFICERS, DIRECTORS, OR EMPLOYEES

     The indenture provides that no recourse for the payment of the principal
of, premium, if any, or interest on any of the notes or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of Televisa in such indenture, or in any of
the notes or because of the creation of any indebtedness represented thereby,
shall be had against any shareholder, officer, director, employee or controlling
person of Televisa or of any successor thereof.

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                                    TAXATION

     The following is a general summary of the principal U.S. federal income and
Mexican federal tax consequences of the purchase, ownership and disposition of
the new notes and the exchange of old notes for new notes, but it does not
purport to be a comprehensive description of all the tax considerations that may
be relevant to a decision to purchase, own and dispose of the new notes or
exchange old notes for new notes. This summary does not describe any tax
consequences arising under the laws of any state, locality or taxing
jurisdiction other than the United States and Mexico.

     This summary is for general information only and is based on the tax laws
of the United States and Mexico as in effect on the date of this prospectus, as
well as regulations, rulings and decisions of the United States and rules and
regulations of Mexico available on or before that date and now in effect. All of
the foregoing are subject to change, possibly with retroactive effect, which
could affect the continued validity of this summary.

     PROSPECTIVE PURCHASERS OF THE NEW NOTES AND BENEFICIAL OWNERS OF OLD NOTES
CONSIDERING AN EXCHANGE OF OLD NOTES FOR NEW NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE MEXICAN, U.S. OR OTHER TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE NEW NOTES AND THE EXCHANGE OF THE OLD NOTES FOR
NEW NOTES, INCLUDING THE PARTICULAR TAX CONSEQUENCES TO THEM IN LIGHT OF THEIR
PARTICULAR INVESTMENT CIRCUMSTANCES.

UNITED STATES/MEXICO TAX TREATY

     A convention for the Avoidance of Double Taxation and protocols to that
convention (collectively referred to herein as the "U.S.-Mexico treaty") are in
effect. However, as discussed below under "-- Mexican Taxation," as of the date
of this prospectus, the U.S.-Mexico treaty is not generally expected to have any
material effect on the Mexican income tax consequences described in this
prospectus. The United States and Mexico have also entered into an agreement
that covers the exchange of information with respect to tax matters.

     Mexico has also entered into, and is negotiating several other, tax
treaties with various countries that also, as of the date of this prospectus,
are not generally expected to have any material effect on the Mexican income tax
consequences described in this prospectus.

UNITED STATES FEDERAL INCOME TAXATION

     This summary of the principal U.S. federal income tax consequences of the
purchase, ownership and disposition of the new notes and the exchange of old
notes for new notes is limited to beneficial owners of the new notes and old
notes that:

     - are U.S. holders (as defined below); and

     - hold the old notes and will hold the new notes as capital assets.

     As used in this prospectus, a "U.S. holder" means a beneficial owner of the
old notes or new notes who or that is, for U.S. federal income tax purposes:

     - a citizen or individual resident of the United States;

     - a corporation (or entity treated as a corporation for such purposes)
       created or organized in or under the laws of the United States, or any
       State thereof or the District of Columbia;

     - an estate the income of which is includible in its gross income for U.S.
       federal income tax purposes without regard to its source; or

     - a trust, if either (x) it is subject to the primary supervision of a
       court within the United States and one or more "United States persons"
       has the authority to control all substantial decisions of the trust or
       (y) it has a valid election in effect under applicable treasury
       regulations to be treated as a "United States person."

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<PAGE>

     This summary does not discuss considerations on consequences relevant to
persons subject to special provisions of U.S. federal income tax law, such as:

     - entities that are tax-exempt for U.S. federal income tax purposes and
       retirement plans, individual retirement accounts and tax-deferred
       accounts;

     - pass-through entities (including partnerships and entities and
       arrangements classified as partnerships for U.S. federal income tax
       purposes) and beneficial owners of pass-through entities;

     - certain U.S. expatriates;

     - persons that are subject to the alternative minimum tax;

     - financial institutions, insurance companies, and dealers or traders in
       securities or currencies;

     - persons having a "functional currency" other than the U.S. Dollar; and

     - persons that hold the old notes or will hold the new notes as part of a
       constructive sale, wash sale, conversion transaction or other integrated
       transaction or a straddle, hedge or synthetic security.

     If a partnership (or an entity or arrangement classified as a partnership
for U.S. federal income tax purposes) holds the old notes or the new notes, the
U.S. federal income tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partnership, and
partnerships holding the old notes or the new notes should consult their own tax
advisors regarding the U.S. federal income tax consequences of purchasing,
owning and disposing of the new notes and exchanging the old notes for the new
notes. Further the discussion below does not address the effect of any U.S.
state or local tax law on a beneficial owner of the old notes or new notes. This
discussion assumes that each beneficial owner of the notes will comply with the
certification procedures described in "Description of the New Notes -- Certain
Covenants -- Additional Amounts" as may be necessary to obtain a reduced rate of
withholding tax under Mexican law. Each beneficial owner of an old note
considering an exchange of the old note for a new note should consult a tax
advisor as to the particular tax consequences to it of the exchange and the
ownership and disposition of the new note, including the applicability and
effect of any state, local or foreign tax laws.

     Exchange of Notes.  The exchange of the old notes for the new notes in the
exchange offer will not be a taxable exchange for U.S. federal income tax
purposes and, accordingly, for such purposes a U.S. holder will not recognize
any taxable gain or loss as a result of such exchange and will have the same tax
basis and holding period in the new notes as it had in the old notes immediately
before the exchange.

     Interest and Additional Amounts.  Interest on the new notes and Additional
Amounts paid in respect of Mexican withholding taxes imposed on interest
payments on the new notes (as described in "Description of the New
Notes -- Certain Covenants -- Additional Amounts") will be taxable to a U.S.
holder as ordinary interest income at the time they are paid or accrued in
accordance with the U.S. holder's usual method of accounting for U.S. federal
income tax purposes. The amount of income taxable to a U.S. holder will include
the amount of all Mexican taxes that we withhold (as described below under
"-- Mexican Taxation") from these payments made on the new notes. Thus, a U.S.
holder will have to report income in an amount that is greater than the amount
of cash it receives from these payments on its new note.

     However, a U.S. holder may, subject to certain limitations, be eligible to
claim the Mexican taxes withheld as a credit or deduction for purposes of
computing its U.S. federal income tax liability, even though the payment of
these taxes will be remitted by us. Interest and Additional Amounts paid on the
new notes will constitute income from sources without the United States for
foreign tax credit purposes. For taxable years beginning on or before December
31, 2006, such income generally will constitute "high withholding tax interest"
for foreign tax credit purposes, unless the Mexican withholding tax rate
applicable to the U.S. holder is less than 5% (such as during any period in
which the 4.9% Mexican withholding tax rate, as discussed in "-- Mexican
Taxation," applies), in which case such income generally will constitute
"passive income" or, in the case of certain U.S. holders, "financial services
income." For taxable years beginning after December 31, 2006, such income
generally will constitute "passive category income" or, in the case of certain
U.S. holders,

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"general category income," for foreign tax credit purposes. The rules relating
to the calculation and timing of foreign tax credits and, in the case of a U.S.
holder that elects to deduct foreign taxes, the availability of deductions,
involves the application of complex rules that depend upon a U.S. holder's
particular circumstances. In addition, foreign tax credits generally will not be
allowed for Mexican taxes withheld from interest on certain short-term or hedged
positions in the notes. U.S. holders should consult with their own tax advisors
with regard to the availability of a credit or deduction in respect of foreign
taxes and, in particular, the application of the foreign tax credit rules to
their particular situations.

     Pre-Issuance Accrued Interest.  A portion of the initial purchase price of
the old notes issued in May 2005 was attributable to the amount of unpaid
interest on those old notes that had accrued prior the issue date of those old
notes (the "pre-issuance accrued interest"). Pursuant to the applicable Treasury
regulations, we intend to compute the issue price of the old notes issued in May
2005 by subtracting the pre-issuance accrued interest from the first price at
which a substantial amount of those old notes were sold in the offering of those
old notes (other than to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers) and therefore to treat a portion of the first interest payment on
those old notes (or the new notes exchanged for those old notes in the exchange
offer) as a return of the pre-issuance accrued interest, rather than an amount
payable on those old notes (or the new notes exchanged for those old notes in
the exchange offer). A U.S. holder that purchased the old notes issued in May
2005 in the offering of those old notes for a price equal to the issue price of
those old notes should be able treat a portion of the first interest payment on
the new notes exchanged for those old notes in the exchange offer as a non-
taxable return of the pre-issuance accrued interest paid by such U.S. holder,
rather than as taxable interest, as if the U.S. holder purchased a debt
instrument on the secondary market in between interest payment dates. U.S.
holders should consult their own tax advisors concerning the tax treatment of
the pre-issuance accrued interest on the old notes issued in May 2005 and the
new notes exchanged for those old notes in the exchange offer.

     Market Discount and Bond Premium.  If a U.S. holder purchases a new note
(or purchased the old note for which the new note was exchanged, as the case may
be) at a price that is less than its principal amount, the excess of the
principal amount over the U.S. holder's purchase price will be treated as
"market discount." However, the market discount will be considered to be zero if
it is less than 1/4 of 1% of the principal amount multiplied by the number of
complete years to maturity from the date the U.S. holder purchased the new note
or old note, as the case may be.

     Under the market discount rules of the U.S. Internal Revenue Code, a U.S.
holder generally will be required to treat any principal payment on, or any gain
realized on the sale, exchange, retirement or other disposition of, a new note
as ordinary income (generally treated as interest income) to the extent of the
market discount which accrued but was not previously included in income by the
U.S. holder during the period the U.S. holder held the new note (and the old
note for which the new note was exchanged, as the case may be). In addition, the
U.S. holder may be required to defer, until the maturity of the new note or its
earlier disposition in a taxable transaction, the deduction of all or a portion
of the interest expense on any indebtedness incurred or continued to purchase or
carry the new note (or the old note for which the new note was exchanged, as the
case may be). In general, market discount will be considered to accrue ratably
during the period from the date of the purchase of the new note (or old note for
which the new note was exchanged, as the case may be) to the maturity date of
the new note, unless the U.S. holder makes an irrevocable election (on an
instrument-by-instrument basis) to accrue market discount under a constant yield
method. A U.S. holder of a new note may elect to include market discount in
income currently as it accrues (under either a ratable or constant yield
method), in which case the rules described above regarding the treatment as
ordinary income of gain upon the disposition of the new note and upon the
receipt of certain payments and the deferral of interest deductions will not
apply. The election to include market discount in income currently, once made,
applies to all market discount obligations acquired on or after the first day of
the first taxable year to which the election applies, and may not be revoked
without the consent of the Internal Revenue Service.

     If a U.S. holder purchases a new note (or purchased the old note for which
the new note was exchanged, as the case may be) for an amount in excess of the
amount payable at maturity of the new note, the U.S. holder will be considered
to have purchased the new note (or old note) with "bond premium" equal to
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the excess of the U.S. holder's purchase price over the amount payable at
maturity (or on an earlier call date if it results in a smaller amortizable bond
premium). It may be possible for a U.S. holder of a new note to elect to
amortize the premium using a constant yield method over the remaining term of
the new note (or until an earlier call date, as applicable). The amortized
amount of the premium for a taxable year generally will be treated first as a
reduction of interest on the new note included in such taxable year to the
extent thereof, then as a deduction allowed in that taxable year to the extent
of the U.S. holder's prior interest inclusions on the new note, and finally as a
carryforward allowable against the U.S. holder's future interest inclusions on
the new note. The election, once made, is irrevocable without the consent of the
Internal Revenue Service and applies to all taxable bonds held during the
taxable year for which the election is made or subsequently acquired. A U.S.
holder that does not make this election will be required to include in gross
income the full amount of interest on the new note in accordance with its
regular method of tax accounting, and will include the premium in its tax basis
for the new note for purposes of computing the amount of its gain or loss
recognized on the taxable disposition of the new note. U.S. holders should
consult their own tax advisors concerning the computation and amortization of
any bond premium on the new notes.

     A U.S. holder may elect to include in gross income under a constant yield
method all amounts that accrue on a new note that are treated as interest for
tax purposes (i.e., stated interest, market discount and de minimis market
discount, as adjusted by any amortizable bond premium). U.S. holders should
consult their tax advisors as to the desirability, mechanics and collateral
consequences of making this election.

     Dispositions.  Except as discussed above, under "-- Exchange of Notes" and
unless a non-recognition provision of the U.S. Internal Revenue Code applies,
upon the sale, exchange, redemption, retirement or other taxable disposition of
a new note, a U.S. holder will recognize taxable gain or loss in an amount equal
to the difference, if any, between the amount realized on the sale, exchange,
redemption, retirement or other taxable disposition (other than amounts
attributable to accrued interest, which will be treated as described above) and
the U.S. holder's adjusted tax basis in the new note. A U.S. holder's adjusted
tax basis in a new note will generally be its cost for the new note (or, in the
case of a new note exchanged for an old note in the exchange offer, the tax
basis of the old note, as discussed above under "-- Exchange of Notes," which in
the case of a U.S. holder that purchased an old note issued in May 2005 in the
offering of the old notes issued in May 2005 for a price equal to the issue
price of those old notes, should exclude the amount of pre-issuance accrued
interest paid by the U.S. holder upon acquisition of that old note), increased
by the amount of any market discount previously included in the U.S. holder's
gross income, and reduced by the amount of any amortizable bond premium applied
to reduce, or allowed as a deduction against, interest on the new note. Gain or
loss recognized by a U.S. holder on the sale, exchange, redemption, retirement
or other taxable disposition of a new note will generally be capital gain or
loss, except with respect to accrued market discount not previously included in
income, which will be taxable as ordinary income.

     The gain or loss recognized by a U.S. holder will be long-term capital gain
or loss if the new note has been held for more than one year at the time of the
disposition (taking into account, for this purpose, in the case of a new note
received in exchange for an old note in the exchange offer, the period of time
that the old note was held). Long-term capital gains recognized by individual
and certain other non-corporate U.S. holders generally are eligible for reduced
rates of taxation. The deductibility of capital losses is subject to
limitations. Capital gain or loss recognized by a U.S. holder generally will be
U.S. source gain or loss. Therefore, if any such gain is subject to Mexican
income tax, a U.S. holder may not be able to credit the Mexican income tax
against its U.S. federal income tax liability. U.S. holders should consult their
own tax advisors as to the foreign tax credit implications of a disposition of
the new notes.

     Backup Withholding.  In general, "backup withholding" may apply to payments
of principal and interest made on a new note, and to the proceeds of a
disposition of a new note before maturity within the United States, that are
made to a non-corporate beneficial owner of new notes if that beneficial owner
fails to provide an accurate taxpayer identification number or otherwise comply
with applicable requirements of the backup withholding rules. Backup withholding
is not an additional tax and may be credited against a beneficial owner's U.S.
federal income tax liability, provided that the required information is
furnished to the U.S. Internal Revenue Service.

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     Non-U.S. Holders.  For purposes of the following discussion a "non-U.S.
holder" means a beneficial owner of the new notes that is not, for U.S. federal
income tax purposes, a U.S. holder or a partnership (or entity or arrangement
classified as a partnership for such purposes). A non-U.S. holder generally will
not be subject to U.S. federal income or withholding tax on:

     - interest and Additional Amounts received in respect of the new notes,
       unless those payments are effectively connected with the conduct by the
       non-U.S. holder of a trade or business in the United States; or

     - gain realized on the sale, exchange, redemption or retirement of the new
       notes, unless that gain is effectively connected with the conduct by the
       non-U.S. holder of a trade or business in the United States or, in the
       case of gain realized by an individual non-U.S. holder, the non-U.S.
       holder is present in the United States for 183 days or more in the
       taxable year of the disposition and certain other conditions are met.

MEXICAN TAXATION

     The discussion below does not address all Mexican tax considerations that
may be relevant to particular investors, nor does it address the special tax
rules applicable to certain categories of investors or any tax consequences
under the tax laws of any state or municipality of Mexico.

     The following is a general summary of the principal consequences, under
Mexico's income tax law and rules as currently in effect, and under the
U.S.-Mexico treaty, of the purchase, ownership and disposition of the new notes
and exchange of old notes for new notes by a foreign holder. As used in this
prospectus, a "foreign holder" means a beneficial owner of the old notes or new
notes that:

     - is not a resident of Mexico for tax purposes;

     - does not hold the old notes or new notes or a beneficial interest in the
       old notes or new notes in connection with the conduct of a trade or
       business through a permanent establishment in Mexico; and

     - is not (a) a holder of more than 10% of our voting stock, directly or
       indirectly, jointly with persons related to us or individually, or (b) a
       corporation or other entity, more than 20% of whose stock is owned,
       directly or indirectly, jointly by persons related to us or individually,
       that in the case of either (a) or (b), is the effective beneficiary,
       directly or indirectly, jointly with persons related to us or
       individually, of more than 5% of the aggregate amount of any interest
       payment on the old notes or new notes. For these purposes, persons will
       be related if:

       - one person holds an interest in the business of the other person;

       - both persons have common interests; or

       - a third party has an interest in the business or assets of both
         persons.

     For purposes of Mexican taxation:

     - an individual is treated as a resident of Mexico if the individual has
       established his home in Mexico. When an individual, in addition to his
       home in Mexico, has a home in another country, the individual will be a
       resident of Mexico if his center of vital interests is located in Mexico.
       This will be deemed to occur if, among others, either (i) more than 50%
       of the total income obtained by the individual in the calendar year is
       Mexican source or (ii) when the individual's center of professional
       activities is located in Mexico. Unless otherwise proven, a Mexican
       national is considered a Mexican resident;

     - a legal entity is considered a resident of Mexico if it is incorporated
       under Mexican law or if it maintains the main administration of its head
       office or the effective location of its management in Mexico; and

     - a permanent establishment of a foreign person will be treated as a
       resident of Mexico, and that permanent establishment will be required to
       pay taxes in Mexico in accordance with applicable law for income
       attributable to such permanent establishment.
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     Each foreign holder should consult a tax advisor as to the particular
Mexican or other tax consequences to that foreign holder of purchasing, owning
and disposing of the new notes and exchanging the old notes for new notes,
including the applicability and effect of any state, local or foreign tax laws.

     Exchange of Notes.  There will be no tax consequences under the Mexican
income tax law to a foreign holder exchanging an old note for a new note. Each
new note will be treated as having been issued at the time the old note
exchanged therefor was originally issued.

     Interest and Principal.  Payments of interest on the new notes (including
payments of principal in excess of the issue price of the old notes, which under
the Mexican tax law are deemed to be interest) made by us to a foreign holder
will be subject to a Mexican withholding tax assessed at a rate of 4.9% if all
of the following requirements are met:

     - the new notes, as expected, are placed outside of Mexico through banks or
       brokerage houses, in a country with which Mexico has entered into a
       treaty for the avoidance of double taxation and such treaty is in effect;

     - the new notes, as expected, are registered in the Special Section of the
       Mexican National Registry of Securities, and copies of the approval of
       that registration are provided to the Mexican Ministry of Finance and
       Public Credit;

     - we timely file with the Mexican Ministry of Finance and Public Credit,
       after completion of the transaction described in this prospectus, certain
       information relating to the issuance of the new notes and this
       prospectus; and

     - we timely file with the Mexican Ministry of Finance and Public Credit, on
       a quarterly basis, information representing that no party related to us
       jointly or individually, directly or indirectly, is the effective
       beneficiary of more than 5% of the aggregate amount of each interest
       payment, and we maintain records that evidence compliance with this
       requirement.

     We expect that all of the foregoing requirements will be met and,
accordingly, we expect to withhold Mexican tax from interest payments on the new
notes made to foreign holders at the 4.9% rate in accordance with the Mexican
income tax law. In the event that any of the foregoing requirements are not met,
under the Mexican income tax law, payments of interest on the new notes made by
us to a foreign holder will be subject to Mexican withholding tax assessed at a
rate of 10%.

     As of the date of this prospectus, neither the U.S.-Mexico treaty nor any
other tax treaty entered into by Mexico is expected generally to have any
material effect on the Mexican income tax consequences described in this
prospectus, because, as discussed above, it is expected that the 4.9% rate will
apply in the future and, therefore, that we will be entitled to withhold taxes
in connection with interest payments under the new notes at the 4.9% rate.

     Foreign holders residing in the United States should nonetheless be aware
that Mexico presently has a treaty for the avoidance of double taxation with the
United States. Under the U.S.-Mexico treaty, the Mexican withholding tax rate
applicable to interest payments made to U.S. holders which are eligible for
benefits under the U.S.-Mexico treaty will be limited to either:

     - 15% generally; or

     - 4.9% in the event that the new notes are considered to be "regularly and
       substantially traded on a recognized securities market."

     Other foreign holders should consult their tax advisors regarding whether
they reside in a country that has entered into a treaty for avoidance of double
taxation with Mexico and, if so, the conditions and requirements for obtaining
benefits under that treaty. The Mexican income tax law provides that in order
for a foreign holder to be entitled to the benefits under a treaty entered into
by Mexico, it is necessary for the foreign holder to meet the procedural
requirements established in the law.

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     Holders or beneficial owners of the new notes may be requested, subject to
specified exceptions and limitations, to provide certain information or
documentation necessary to enable us to apply the appropriate Mexican
withholding tax rate applicable to such holders or beneficial owners. In the
event that the specified information or documentation concerning the holder or
beneficial owner, if requested, is not provided prior to the payment of any
interest to that holder or beneficial owner, we may withhold Mexican tax from
that interest payment to that holder or beneficial owner at the maximum
applicable rate, but our obligation to pay Additional Amounts relating to those
withholding taxes will be limited as described under "Description of the New
Notes -- Certain Covenants -- Additional Amounts."

     Under the Mexican income tax law, payments of interest made by us with
respect to the new notes to non-Mexican pension or retirement funds will be
exempt from Mexican withholding taxes, provided that the fund:

     - is the effective beneficiary of each interest payment;

     - is duly organized under the laws of its country of origin;

     - is exempt from income tax in that country on such interest payment; and

     - is registered with the Mexican Ministry of Finance and Public Credit for
       that purpose.

     We have agreed, subject to specified exceptions and limitations, to pay
Additional Amounts relating to the above-mentioned Mexican withholding taxes to
foreign holders of the new notes. See "Description of the New Notes -- Certain
Covenants -- Additional Amounts."

     Under the Mexican income tax law and applicable rules, a foreign holder
will not be subject to any Mexican withholding or similar taxes on payments of
principal on the new notes made by us (except for payments of principal in
excess of the issue price of the old notes, which under the Mexican tax law are
deemed to be interest subject to the Mexican withholding taxes described above).

     Dispositions.  As of January 1, 2005, gains resulting from the sale of the
new notes by a foreign holder to a Mexican resident will be treated as interest
and therefore will be subject to the Mexican withholding tax rules described
above.

     Other Taxes.  A foreign holder will not be liable for Mexican estate, gift,
inheritance or similar taxes with respect to its holding of the new notes, nor
will it be liable for Mexican stamp, registration or similar taxes.

                                        68
<PAGE>

                              PLAN OF DISTRIBUTION

     The following requirements apply only to broker-dealers. If you are not a
broker-dealer as defined in Section 3(a)(4) and Section 3(a)(5) of the Exchange
Act, these requirements do not affect you.

     Each broker-dealer that receives new notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where the old notes
were acquired as a result of market-making activities or other trading
activities. We have agreed that, for a period of 90 days after the expiration
date, we will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.

     We will not receive any proceeds from any sale of new notes by
broker-dealers or any other holder of new notes. New notes received by
broker-dealers for their own account under the exchange offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new notes or a
combination of these methods of resale, at market prices prevailing at the time
of resale, at prices related to the prevailing market prices or at negotiated
prices. The resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any of these broker-dealers and/or the purchasers of any such
new notes. Any broker-dealer that resells new notes that were received by it for
its own account in the exchange offer or participates in a distribution of the
new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on their resale of new notes and any commissions
or concessions received by them may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that by acknowledging
that it will deliver a prospectus and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     The new notes will constitute a new issue of securities with no established
trading market. We do not intend to list the new notes on any national
securities exchange or to seek approval for quotation through any automated
quotation system, except that application has been made to list the new notes on
the Luxembourg Stock Exchange. We have been advised by the placement agents of
the old notes that following completion of this exchange offer, these placement
agents intend to make a market in the new notes. However, they are not obligated
to do so and any market-making activities with respect to the new notes may be
discontinued at any time without notice. Accordingly, no assurance can be given
that an active public or other market will develop for the new notes or as to
the liquidity of or the trading market for the new notes. If a trading market
does not develop or is not maintained, holders of the new notes may experience
difficulty in reselling the new notes or may be unable to sell them at all. If a
market for the new notes develops, any such market may cease to continue at any
time. In addition, if a market for the new notes develops, the market prices of
the new notes may be volatile. Factors such as fluctuations in our earnings and
cash flow, the difference between our actual results and results expected by
investors and analysts and Mexican and U.S. currency and economic developments
could cause the market prices of the new notes to fluctuate substantially.

     For a period of 90 days after the expiration date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests these documents in the letter of
transmittal. We have agreed to pay all expenses incident to the exchange offer,
including the reasonable expenses of one counsel for the holders of the old
notes, other than commissions or concessions of any brokers or dealers. In
addition, we will indemnify the holders of the old notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                        69
<PAGE>

                              GENERAL INFORMATION

CLEARING SYSTEMS

     The new notes have been accepted for clearance through Euroclear and
Clearstream Banking. In addition, the new notes have been accepted for trading
in book-entry form by DTC. The ISIN number for the new notes is    --   and the
CUSIP number is    --   .

LISTING

     Application has been made to list the new notes on the Luxembourg Stock
Exchange. In connection with the application to list notes on the Luxembourg
Stock Exchange, a legal notice relating to the issuance of the notes and a copy
of the bylaws (estatutos sociales) of Televisa will be available at the
Registrar of the District Court in Luxembourg (Greffier en Chef du Tribunal
d'Arrondissement de et a Luxembourg) where such documents may be examined or
copies obtained. Copies of the estatutos sociales of Televisa in English, the
indenture, as may be amended or supplemented from time to time, any published
annual audited consolidated financial statements and quarterly unaudited
consolidated financial statements of Televisa will be available at the principal
office of Televisa, at the offices of the trustee, the offices of the Luxembourg
listing agent, at no cost, and at the addresses of the paying agents set forth
on the back cover of this prospectus. Televisa does not make publicly available
annual or quarterly non-consolidated financial statements. Televisa will
maintain a paying and transfer agent in Luxembourg for so long as any old notes
or new notes are listed on the Luxembourg Stock Exchange.

AUTHORIZATION

     We have obtained all necessary consents, approvals and authorizations in
connection with the issuance and performance of the new notes. The issuance of
the new notes was authorized by resolutions of the Board of Directors of
Televisa passed on February 22, 2005 and April 26, 2005.

NO MATERIAL ADVERSE CHANGE

     Except as disclosed in this prospectus (or in the documents incorporated
herein by reference), there has been no material adverse change in the financial
position or prospects of Televisa and its subsidiaries taken as a whole since
December 31, 2004.

LITIGATION

     Except as disclosed in "Item 4 -- Information on the Company -- Business
Overview -- Legal Proceedings" included in the 2004 Form 20-F, Televisa is not
involved in any legal or arbitration proceedings (including any such proceedings
which are pending or threatened) relating to claims or amounts which may have or
have had during the 12 months prior to the date of this prospectus a material
adverse effect on the financial position of Televisa and its subsidiaries taken
as a whole.

                                        70
<PAGE>

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements. We may from time to time make
forward-looking statements in our periodic reports to the SEC on Form 6-K, in
our annual report to shareholders, in prospectuses, press releases and other
written materials and in oral statements made by our officers, directors or
employees to analysts, institutional investors, representatives of the media and
others. Examples of these forward-looking statements include:

     - projections of operating revenues, net income (loss), net income (loss)
       per share, capital expenditures, dividends, capital structure or other
       financial items or ratios;

     - statements of our plans, objectives or goals, including those relating to
       anticipated trends, competition, regulation and rates;

     - our current and future plans regarding our Spanish-language horizontal
       Internet portal, EsMas.com;

     - statements concerning our transactions with Univision;

     - statements concerning our recent series of transactions with DIRECTV and
       News Corp.;

     - statements about our future economic performance or that of Mexico or
       other countries in which we operate or have investments; and

     - statements of assumptions underlying these statements.

     Words such as "believe," "anticipate," "plan," "expect," "intend,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should"
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying these statements.

     Forward-looking statements involve inherent risks and uncertainties. We
caution you that a number of important factors could cause actual results to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in these forward-looking statements. These factors, some of
which are discussed under "Risk Factors," include economic and political
conditions and government policies in Mexico or elsewhere, inflation rates,
exchange rates, regulatory developments, customer demand and competition. We
caution you that the foregoing list of factors is not exclusive and that other
risks and uncertainties may cause actual results to differ materially from those
in forward-looking statements.

     Forward-looking statements speak only as of the date they are made, and we
do not undertake any obligation to update them in light of new information or
future developments.

     You should evaluate any statements made by us in light of these important
factors.

                             AVAILABLE INFORMATION

     We have filed with the SEC a registration statement on Form F-4 under the
Securities Act with respect to the securities offered by this prospectus. The
prospectus, which forms a part of the registration statement, including
amendments, does not contain all the information included in the registration
statement. This prospectus is based on information provided by us and other
sources that we believe to be reliable. This prospectus summarizes certain
documents and other information and we refer you to them for a more complete
understanding of what we discuss in this prospectus. This prospectus
incorporates important business and financial information about us which is not
included in or delivered with this prospectus. You can obtain documents
containing this information through us. If you would like to request these
documents from us, please do so by    --   , 2005, to receive them before the
expiration date.

     Televisa is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports and other information with the SEC.
Reports and other information filed by Televisa with the SEC can be inspected
and copied at the public reference facilities maintained by the SEC at its
Public Reference Room at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices located at the Woolworth Building, 233
Broadway, 13th Floor, New York, New York 10007 and

                                        71
<PAGE>

Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Such materials can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005. Such information is also available in Luxembourg upon request,
without charge, from the Luxembourg Listing Agent, Dexia Banque Internationale a
Luxembourg. Any filings we make electronically will be available to the public
over the Internet at the SEC's website at www.sec.gov.

     We will make available to the holders of the notes, at the corporate trust
office of The Bank of New York, the trustee under the indenture and supplemental
indenture governing the notes, at no cost, copies of the indenture and the
supplemental indenture as well as our annual report on Form 20-F in English,
including a review of our operations, and annual audited consolidated financial
statements prepared in conformity with Mexican GAAP, together with a
reconciliation of operating income, net income and total shareholders' equity to
U.S. GAAP. We will also make available at the office of the trustee our
unaudited quarterly consolidated financial statements in English prepared in
accordance with Mexican GAAP.

                                 LEGAL MATTERS

     Some legal matters relating to the validity of the new notes will be passed
upon by Mijares, Angoitia, Cortes y Fuentes, S.C., Mexico City, Mexico and
Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York, Televisa's
Mexican and U.S. counsel, respectively. With respect to matters of Mexican law,
Fried, Frank, Harris, Shriver & Jacobson LLP may rely upon the opinion of
Mijares, Angoitia, Cortes y Fuentes, S.C.

     Alfonso de Angoitia Noriega, one of our directors, Executive Vice President
and Member of the Executive Office of the Chairman and Member of the Executive
Committee of Televisa, and Juan Sebastian Mijares Ortega, our Vice
President -- Legal and Corporate General Counsel of Grupo Televisa, are both
partners on leave of absence from Mijares, Angoitia, Cortes y Fuentes, S.C.

                                    EXPERTS

     The audited financial statements of Televisa, except as they relate to
Univision Communications Inc., an equity method investee, as of December 31,
2003 and 2004, and for the three years ended December 31, 2002, 2003 and 2004,
and the financial statements of Innova, S. de R.L. de C.V. as of December 31,
2002 and 2003, and for the two years ended December 31, 2002 and 2003, which are
included in the 2004 Form 20-F, have been incorporated herein by reference in
reliance on the reports of PricewaterhouseCoopers, S.C., independent registered
public accounting firm, given the authority of such firm as experts in auditing
and accounting.

     The audited financial statements of Univision Communications Inc., as of
December 31, 2004 and 2003 and for each of the three years in the period ended
December 31, 2004, which are not separately included in the 2004 Form 20-F, have
been audited by Ernst & Young LLP, an independent registered public accounting
firm, whose report thereon appears in the 2004 Form 20-F. Such financial
statements, to the extent they have been included in the financial statements of
Televisa, have been so included in reliance on the reports of such independent
registered public accounting firm given on the authority of said firm as experts
in auditing and accounting.

                                        72
<PAGE>


                                                                       EXHIBIT I

                 UNAUDITED RESULTS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2004 AND 2005

     Set forth below are our unaudited consolidated results for the three months
ended March 31, 2004 and 2005. Results included in this Exhibit I have been
prepared in accordance with Mexican GAAP and are presented in Mexican Pesos in
purchasing power as of March 31, 2005. In the opinion of management, the
unaudited financial information set forth in this Exhibit I includes all
adjustments, consisting of only normally recurring adjustments, necessary for a
fair presentation of this financial information. The unaudited financial
information set forth in this Exhibit I should be read in connection with our
audited consolidated financial statements for the years ended December 31, 2002,
2003 and 2004, which are included elsewhere in this prospectus. Financial
information set forth in this Exhibit I is presented in Mexican Pesos in
purchasing power as of March 31, 2005 and is therefore not directly comparable
to the financial information presented elsewhere in this prospectus, which,
unless otherwise stated, is presented in Mexican Pesos in purchasing power as of
December 31, 2004.

     The information contained in this Exhibit I does not contain all of the
information and disclosures normally included in interim financial statements
prepared in accordance with Mexican GAAP. Results for the three months ended
March 31, 2005 set forth in this Exhibit I are not directly comparable to
results for the three months ended March 31, 2004 or the years ended December
31, 2002, 2003 and 2004 included elsewhere in this prospectus, which do not
reflect, in the case of results for the three months ended March 31, 2004 and
the years ended December 31, 2002 and 2003, the effects related to the
consolidation of Innova's financial statements into our financial statements
beginning April 1, 2004. We have not undertaken a U.S. GAAP reconciliation for
any period or date in 2005. The change in the NCPI for the three-month period
ended March 31, 2005 was 0.8%. Financial highlights follow:

<Table>
<Caption>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2004          2005
                                                              -----------   -----------
                                                              (UNAUDITED)   (UNAUDITED)
                                                               (IN MILLIONS OF MEXICAN
                                                              PESOS IN PURCHASING POWER
                                                               AS OF MARCH 31, 2005)*
<S>                                                           <C>           <C>
Net sales...................................................  Ps.5,460.2    Ps.6,369.6
Cost of sales...............................................     3,113.9       3,186.1
Gross profit................................................     2,346.3       3,183.5
Selling expenses............................................       407.2         574.4
Administrative expenses.....................................       372.4         422.3
Depreciation and amortization...............................       355.5         542.1
Operating income............................................     1,211.2       1,644.7
Integral cost of financing -- net...........................       385.5         302.8
Restructuring and non-recurring charges.....................       105.4         168.4
Other expense -- net........................................       127.3          31.4
Income tax, assets tax and employees' profit sharing........       166.8         311.1
Equity in earnings of affiliates............................        46.4          18.4
Cumulative loss effect of accounting change.................          --         177.9
Minority interest (gain) loss...............................       (20.1)         77.4
Net income..................................................       492.7         594.1
</Table>

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

* Certain data set forth in the table above could differ from data set forth in
  the unaudited condensed consolidated statements of income for the three months
  ended March 31, 2004 and 2005 included in this Exhibit I due to differences in
  rounding.

                                       I-1

<PAGE>

OVERVIEW OF CONSOLIDATED RESULTS

     Net sales.  Our net sales increased by Ps.909.4 million, or 16.7%, to
Ps.6,369.6 million for the three months ended March 31, 2005 from Ps.5,460.2
million for the three months ended March 31, 2004. This increase reflects the
consolidation of Sky Mexico into our financial statements beginning in April
2004 as well as higher revenues in our Television Broadcasting, Pay Television
Networks, Publishing, Cable Television and Radio segments, partially offset by a
decrease in the Publishing Distribution segment due to a change in an accounting
treatment, as described herein and lower revenues in our Programming Exports and
Other Businesses segments.

     Cost of sales.  Cost of sales increased by Ps.72.2 million, or 2.3%, to
Ps.3,186.1 million for the three months ended March 31, 2005 from Ps.3,113.9
million for the three months ended March 31, 2004. This increase principally
reflects the consolidation of Sky Mexico beginning in April 2004, as well as
increases in costs of sales in our Publishing, Cable Television, Radio and Pay
Television Networks segments. These increases were partially offset by lower
costs in the Publishing Distribution segment as a result of the change in the
accounting treatment and decreases in cost of sales in Television Broadcasting,
Programming Exports and Other Businesses segments.

     Selling expenses.  Selling expenses increased by Ps.167.2 million, or
41.1%, to Ps.574.4 million for the three months ended March 31, 2005 from
Ps.407.2 million for the three months ended March 31, 2004. This increase
principally was due to the consolidation of Sky Mexico, as well as higher
selling expenses in our Publishing, Television Broadcasting and Radio segments,
as a result of increases in promotional and advertising expenses and personnel
costs due to the restructuring of our sales force. These increases were
partially offset by lower selling expenses in our Pay Television Networks,
Programming Exports, Publishing Distribution, Cable Television and Other
Businesses segments.

     Administrative expenses.  Administrative expenses increased by Ps.49.9
million, or 13.4%, to Ps.422.3 million for the three months ended March 31, 2005
from Ps.372.4 million for the three months ended March 31, 2004. This increase
reflects the consolidation of Sky Mexico as well as increases in administrative
expenses in our Pay Television Networks, Publishing and Cable Television
segments and was partially offset by a decrease in the administrative expenses
in our Television Broadcasting, Programming Exports, Publishing Distribution,
Radio and Other Businesses segments.

     Operating Income before Depreciation and Amortization.  Operating income
before depreciation and amortization increased by Ps.620.1 million, or 39.6%, to
Ps.2,186.8 million for the three months ended March 31, 2005 from Ps.1,566.7
million for the three months ended March 31, 2004. This increase reflects the
increase in our total net sales, partially offset by the increases in cost of
sales and operating expenses.

     Including the effect of the consolidation of Sky Mexico and the change in
accounting treatment of the Publishing Distribution segment on our operating
results for the three months ended March 31, 2004, our net sales would have
increased by approximately 4.6% and our operating income before depreciation and
amortization would have increased by approximately 11.0%.

                                       I-2
<PAGE>

OVERVIEW OF SEGMENT RESULTS

<Table>
<Caption>
                                                        THREE MONTHS ENDED MARCH 31,
                                                ---------------------------------------------
                                                                            % CONTRIBUTION TO
                                                                              2005 SEGMENT
                                                   2004          2005           REVENUES
                                                -----------   -----------   -----------------
                                                (UNAUDITED)   (UNAUDITED)
                                                 (IN MILLIONS OF MEXICAN PESOS IN PURCHASING
                                                         POWER AS OF MARCH 31, 2005)
<S>                                             <C>           <C>           <C>
TOTAL NET SALES
Television Broadcasting.......................  Ps.3,334.1    Ps.3,390.1           51.4%
Pay Television Networks.......................       175.7         235.3            3.6
Programming Exports...........................       432.6         396.2            6.0
Publishing....................................       387.2         458.8            7.0
Publishing Distribution.......................       464.6          85.7            1.3
Sky Mexico(1).................................          --       1,303.5           19.8
Cable Television..............................       281.4         304.1            4.6
Radio.........................................        55.1          62.1            0.9
Other Businesses..............................       415.2         355.1            5.4
                                                ----------    ----------          -----
Segment Revenues..............................     5,545.9       6,590.9          100.0
Intersegment Revenues(2)......................       (85.7)       (221.3)          (3.4)
                                                ----------    ----------          -----
Consolidated Net Sales........................  Ps.5,460.2    Ps.6,369.6           96.6%
                                                ==========    ==========          =====
</Table>

<Table>
<Caption>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2004          2005
                                                              -----------   -----------
                                                              (UNAUDITED)   (UNAUDITED)
                                                               (IN MILLIONS OF MEXICAN
                                                              PESOS IN PURCHASING POWER
                                                                AS OF MARCH 31, 2005)
<S>                                                           <C>           <C>
OPERATING INCOME (LOSS) BEFORE DEPRECIATION AND AMORTIZATION
Television Broadcasting.....................................  Ps.1,324.3    Ps.1,384.7
Pay Television Networks.....................................        46.4          94.5
Programming Exports.........................................       129.4         106.4
Publishing..................................................        31.7          34.7
Publishing Distribution.....................................        (3.5)         (5.6)
Sky Mexico(1)...............................................          --         509.8
Cable Television............................................        88.6          82.6
Radio.......................................................        (2.8)          0.3
Other Businesses............................................       (13.8)         13.2
                                                              ----------    ----------
Segment Operating Income before Depreciation and
  Amortization..............................................     1,600.3       2,220.6
Corporate Expenses..........................................       (33.6)        (33.8)
                                                              ----------    ----------
Consolidated Operating Income before Depreciation and
  Amortization..............................................  Ps.1,566.7    Ps.2,186.8
                                                              ==========    ==========
</Table>

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

(1) Effective April 1, 2004 we began consolidating Sky Mexico, according with
    the Financial Accounting Standard Board Interpretation No. 46 "Consolidation
    of Variable Interest Entities" (FIN 46), which is applicable under Mexican
    GAAP Bulletin A-8 "Supplementary Application of International Accounting
    Standards."

(2) For segment reporting purposes, intersegment revenues are included in each
    of the segment revenues.

                                       I-3
<PAGE>

  TELEVISION BROADCASTING

  Net Sales

     Television Broadcasting net sales increased by Ps.56.0 million, or 1.7%, to
Ps.3,390.1 million for the three months ended March 31, 2005 from Ps.3,334.1
million for the three months ended March 31, 2004. This increase is mainly
attributable to an increase in advertising revenues, driven mainly by our
telenovelas and reality shows, as well as by higher local sales.

  Operating Income before Depreciation and Amortization

     Television Broadcasting operating income before depreciation and
amortization increased by Ps.60.4 million, or 4.6%, to Ps.1,384.7 million for
the three months ended March 31, 2005 from Ps.1,324.3 million for the three
months ended March 31, 2004. This increase was primarily due to the increase in
net sales, a marginal decrease in cost of sales and stable operating expenses.

  PAY TELEVISION NETWORKS

  Net Sales

     Pay Television Networks net sales increased by Ps.59.6 million, or 33.9%,
to Ps.235.3 million for the three months ended March 31, 2005 from Ps.175.7
million for the three months ended March 31, 2004. This increase was primarily
due to the inclusion of TuTV's results of operations in our consolidated
financial statements as of January 1, 2005, higher advertising revenues and
signals sold in Mexico as well as higher revenues from signals sold in Latin
America, partially offset by lower revenues from signals sold to pay television
systems in Spain.

  Operating Income before Depreciation and Amortization

     Pay Television Networks operating income before depreciation and
amortization increased by Ps.48.1 million, or 103.7%, to Ps.94.5 million for the
three months ended March 31, 2005, from Ps.46.4 million for the three months
ended March 31, 2004, primarily due to higher sales, partially offset by a
marginal increase in the cost of sales combined with an increase in operating
expenses resulting from the consolidation of TuTV and higher advertising and
promotion expenses.

  PROGRAMMING EXPORTS

  Net Sales

     Programming Exports net sales decreased by Ps.36.4 million, or 8.4%, to
Ps.396.2 million for the three months ended March 31, 2005 from Ps.432.6 million
for the three months ended March 31, 2004. This decrease was primarily due to
lower export sales to Latin America, Europe, Asia and Africa and a negative
translation effect of foreign-currency denominated sales. The decrease explained
above was partially offset by an increase in royalties paid to us under our
program license agreement with Univision in the amount of U.S.$741 thousand for
the three months ended March 31, 2005 as compared to the three months ended
March 31, 2004.

  Operating Income before Depreciation and Amortization

     Programming Exports operating income before depreciation and amortization
decreased by Ps.23.0 million, or 17.8%, to Ps.106.4 million for the three months
ended March 31, 2005 from Ps.129.4 million for the three months ended March 31,
2004. This decrease was primarily due to lower sales, partially offset by lower
cost of sales and operating expenses, due to a decrease in advertising and
promotional expenses and a lower provision for doubtful trade accounts.

                                       I-4
<PAGE>

  PUBLISHING

  Net Sales

     Publishing net sales increased by Ps.71.6 million, or 18.5%, to Ps.458.8
million for the three months ended March 31, 2005 from Ps.387.2 million for the
three months ended March 31, 2004. This increase was primarily due to an
increase in advertising pages sold and an increase in magazines sold in Mexico
and abroad, partially offset by a negative translation effect on
foreign-currency denominated sales.

  Operating Income before Depreciation and Amortization

     Publishing operating income before depreciation and amortization increased
by Ps.3.0 million, or 9.5%, to Ps.34.7 million for the three months ended March
31, 2005 from Ps.31.7 million for the three months ended March 31, 2004. This
increase primarily reflects the increase in net sales and was partially offset
by increases in cost of sales due to the increase in paper and printing costs
and higher operating expenses due to higher personnel and promotional expenses.

  PUBLISHING DISTRIBUTION

     Beginning in October 2004, we changed the accounting treatment of sales and
cost of goods sold in our Publishing Distribution segment due to certain
amendments to the terms and conditions of the agreements with our publishers. As
a result of this change, we now recognize, as sales, the marginal contribution
of the products we distribute. This change does not affect operating result
before depreciation and amortization.

  Net Sales

     Publishing Distribution net sales decreased by Ps.378.9 million, or 81.6%,
to Ps.85.7 million for the three months ended March 31, 2005 from Ps.464.6
million for the three months ended March 31, 2004. This decrease was primarily
attributable to the accounting change described above and the negative
translation effect on foreign-currency denominated sales, partially offset by
higher distribution of magazines published by the Company and sold in Mexico and
abroad.

     Giving effect to the accounting change in both periods, Publishing
Distribution net sales increased by Ps.2.5 million, or 3.0%, to Ps.85.7 million
for the three months ended March 31, 2005 from Ps.83.2 million for the three
months ended March 31, 2004. This increase was primarily attributable to higher
distribution sales of magazines published by the Company and sold in Mexico and
abroad. This increase was partially offset by a negative translation effect on
foreign-currency denominated sales.

  Operating Loss before Depreciation and Amortization

     Publishing Distribution operating loss before depreciation and amortization
increased by Ps.2.1 million, or 60.0%, to Ps.5.6 million for the three months
ended March 31, 2005 from Ps.3.5 million for the three months ended March 31,
2004. This increase primarily reflects the decrease in net sales, partially
offset by lower cost of sales and operating expenses.

  SKY MEXICO

     Effective April 1, 2004, we began consolidating Sky Mexico into our
financial statements in order to comply with the Financial Accounting Standard
Board Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN
46) and in accordance with Mexican GAAP Bulletin A-8, "Supplementary Application
of International Accounting Standards."

  Net Sales

     On a pro forma basis, giving effect to the consolidation of Sky Mexico as
if it occurred on January 1, 2004, Sky Mexico net sales increased by Ps.162.5
million or 14.2% to Ps.1,303.5 million for the three months ended March 31, 2005
from Ps.1,141.0 million for the three months ended March 31, 2004. This increase
was

                                       I-5
<PAGE>

primarily due to a 25.0% increase in its subscriber base, which as of March 31,
2005 reached 1,107,500 gross active subscribers (including 63,400 commercial
subscribers) compared to 886,100 gross active subscribers as of March 31, 2004,
of which 50,200 were commercial subscribers.

  Operating Income before Depreciation and Amortization

     Sky Mexico operating income before depreciation and amortization increased
by Ps.105.8 million or 26.2% to Ps.509.8 million for the three months ended
March 31, 2005 from Ps.404.0 million for the three months ended March 31, 2004.
This increase was due to the increase in net sales, partially offset by higher
programming and activations costs and increase in operating expenses due to more
free special events offered to the subscribers and higher promotion expenses.

  CABLE TELEVISION

  Net Sales

     Cable Television net sales increased by Ps.22.7 million, or 8.1%, to
Ps.304.1 million for the three months ended March 31, 2005 from Ps.281.4 million
for the three months ended March 31, 2004. This increase is attributable to an
increase in the subscriber base as well as both higher advertising revenues and
broadband subscription fees. This subscriber base increased 1.3% as of March 31,
2005, to over 370,800, of which over 147,000 were digital subscribers, from a
subscriber base of over 365,900, of which over 69,800 were digital subscribers,
at the same date of 2004. Broadband subscribers increased to over 36,500 in the
first quarter of 2005 compared with over 11,200 in the first quarter of 2004.

  Operating Income before Depreciation and Amortization

     Cable Television operating income before depreciation and amortization
decreased by Ps.6.0 million, or 6.8%, to Ps.82.6 million for the three months
ended March 31, 2005 from Ps.88.6 million for the three months ended March 31,
2004. This decrease primarily reflects higher programming costs and operating
expenses, partially offset by higher sales.

  RADIO

  Net Sales

     Radio net sales increased by Ps.7.0 million, or 12.7%, to Ps.62.1 million
for the three months ended March 31, 2005 from Ps.55.1 million for the three
months ended March 31, 2004. This increase primarily reflects an increase in
advertising time sold particularly in newscasts and sporting events programs.

  Operating Result before Depreciation and Amortization

     Radio operating result before depreciation and amortization increased by
Ps.3.1 million to an income of Ps.0.3 million for the three months ended March
31, 2005 from a loss of Ps.2.8 million for the three months ended March 31,
2004. This increase was primarily due to the increase in net sales, partially
offset by an increase in cost of sales and operating expenses due to an increase
in programming costs and commission expenses.

  OTHER BUSINESSES

  Net Sales

     Other Businesses net sales decreased by Ps.60.1 million, or 14.5%, to
Ps.355.1 million for the three months ended March 31, 2005 from Ps.415.2 million
for the three months ended March 31, 2004. This decrease was primarily due to
lower revenues in our feature film distribution business, sports promotion
business and by the sale in the fourth quarter of 2004 of our interest in our
nationwide paging business. This decrease was partially offset by higher sales
in our EsMas.com Internet portal business, which include sales related to our
SMS messaging service.

                                       I-6
<PAGE>

  Operating Result before Depreciation and Amortization

     Other Businesses operating result before depreciation and amortization
increased by Ps.27.0 million, to an income of Ps.13.2 million for the three
months ended March 31, 2005 from a loss of Ps.13.8 million for the three months
ended March 31, 2004. This increase reflects lower cost of sales and operating
expenses, partially offset by a decrease in net sales.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense increased by Ps.186.6 million, or
52.5%, to Ps.542.1 million for the three months ended March 31, 2005 from
Ps.355.5 million for the three months ended March 31, 2004. This increase
primarily reflects the depreciation expense of Sky Mexico and increases in the
depreciation and amortization expenses related to our Cable Television segment,
partially offset by a decrease in amortization of deferred costs of EsMas.com
and lower depreciation expense in Television Broadcasting.

INTEGRAL COST OF FINANCING

     The expense attributable to integral cost of financing decreased by Ps.82.7
million, or 21.5%, to Ps.302.8 million in the three months ended March 31, 2005,
from Ps.385.5 million in the three months ended March 31, 2004. This decrease
reflects:

     - a Ps.134.1 million increase in interest income in connection with a
       higher average amount of temporary investments during the first quarter
       of 2005 and higher interest rates in the same period; and

     - a Ps.147.7 million decrease in loss from monetary position, primarily as
       a result of a lower net asset monetary position and a lower inflation in
       the three months ended March 31, 2005 (0.8%) compared to the three months
       ended March 31, 2004 (1.6%).

     These favorable variances were offset by:

     - a Ps.177.0 million increase in interest expense, primarily as a result of
       an increase in the average amount of our debt, resulting from the
       consolidation of Sky Mexico's debt beginning the second quarter of 2004;
       and

     - a Ps.22.1 million increase in net foreign exchange loss, primarily in
       connection with a 0.09% depreciation of the Mexican peso against the U.S.
       dollar during the first quarter 2005 compared with a 0.45% appreciation
       of the Mexican peso against the U.S. dollar in last year's first quarter.

RESTRUCTURING AND NON-RECURRING CHARGES

     Restructuring and non-recurring charges increased by Ps.63.0 million, or
59.8%, to Ps.168.4 million in the first quarter of 2005 compared to Ps.105.4
million in the first quarter of 2004. This increase primarily reflects the
recognition of financing expenses in connection with the prepayment of certain
of our outstanding long-term debt in March 2005, which was partially offset by a
reduction in restructuring charges in connection with work force reductions.

OTHER EXPENSE, NET

     Other expense decreased by Ps.95.9 million, or 75.3%, to Ps.31.4 million in
the first quarter of 2005, as compared with Ps.127.3 million in the first
quarter of 2004. This decrease primarily reflects a reduction in donations, a
decrease in loss on disposition of fixed assets, and a reduction in advisory and
professional services.

INCOME TAXES, ASSETS TAX AND EMPLOYEES' PROFIT SHARING

     Income taxes increased by Ps.144.3 million, or 86.5%, to Ps.311.1 million
in the three months ended March 31, 2005 from Ps.166.8 million in the three
months ended March 31, 2004. This increase primarily

                                       I-7
<PAGE>

reflects a higher income tax base in the first quarter of 2005. Our effective
income tax rate was 27.2% for the three months ended March 31, 2005 as compared
to 28.0% for the three months ended March 31, 2004.

     We are authorized by the Mexican tax authorities to compute our income tax
and assets tax on a consolidated basis. Prior to January 1, 2005, Mexican
controlling companies were allowed to consolidate, for income tax purposes,
income or losses of their Mexican subsidiaries up to 60% of their share
ownership in such subsidiaries. Effective January 1, 2005, such percentage
increased to 100%.

EQUITY IN RESULTS OF AFFILIATES

     Equity in income of affiliates decreased by Ps.28.0 million to Ps.18.4
million in the first quarter of 2005 compared to Ps.46.4 million in the first
quarter of 2004. This decrease primarily reflects the absence of equity income
of Sky Mexico in the first quarter of 2005, as well as a reduction in our equity
income of OCEN.

MINORITY INTEREST

     Minority interest increased by Ps.97.5 million to a charge of Ps.77.4
million in the first quarter of 2005 from a benefit of Ps.20.1 million in the
first quarter of 2004. This increase primarily reflects the portion of net
income attributable to the interest held by third parties in the Sky Mexico
business beginning the second quarter of 2004.

NET INCOME

     We generated net income in the amount of Ps.594.1 million in the first
quarter of 2005, as compared to net income of Ps.492.7 million in the first
quarter of 2004. The net increase of Ps.101.4 million reflected:

     - a Ps.433.5 million increase in operating income;

     - a Ps.82.7 million decrease in integral cost of financing; and

     - a Ps.95.9 million decrease in other expense-net.

     This change was partially offset by a Ps.63.0 million increase in
restructuring and non-recurring charges, a Ps.144.3 million increase in income
taxes, a Ps.28.0 million decrease in equity in income of affiliates, a Ps.177.9
million increase in cumulative loss effect of accounting change, and an increase
of Ps.97.5 million in minority interest.

CAPITAL EXPENDITURES, ACQUISITIONS AND INVESTMENTS

     During the first quarter of 2005, we:

     - made aggregate capital expenditures for property, plant and equipment of
       approximately U.S.$38.4 million, which amount includes capital
       expenditures in the amount of U.S.$3.4 million for the expansion and
       improvement of our cable business and U.S.$28.7 million related to
       equipment in connection with new subscribers in our Sky Mexico business.

     During the first quarter of 2004, we:

     - made aggregate capital expenditures for property, plant and equipment of
       approximately U.S.$12.4 million, which amount includes capital
       expenditures in the amount of U.S.$4.7 million for the expansion and
       improvement of our cable business;

     - invested an aggregate of U.S.$1.0 million in "TuTV" a 50/50 joint venture
       with Univision for distribution of our Spanish-speaking programming
       packages in the United States; and

     - invested an aggregate of U.S.$6.3 million in our Latin America DTH joint
       ventures in the form of long-terms loans.

                                       I-8
<PAGE>

INDEBTEDNESS

     As of March 31, 2005, our consolidated long-term portion of debt amounted
to Ps.17,963.6 million, including Ps.4,359.7 million from Sky Mexico of which
Ps.3,843.6 million is not guaranteed by Televisa, and our consolidated current
portion of debt was Ps.2,322.7 million. Additionally, as of March 31, 2005, Sky
Mexico had long-term and current portions of a capital lease obligation in an
aggregate amount of Ps.1,306.8 million and Ps.72.9 million, respectively. As of
March 31, 2004, our consolidated long-term portion of debt amounted to
Ps.15,349.9 million, and our consolidated current portion of debt was Ps.259.4
million. Excluding Sky Mexico, as of March 31, 2005, our consolidated net debt
amounted to Ps.120.5 million which compares to a consolidated net debt of
Ps.62.3 million as of March 31, 2004.

     In March 2005, we issued U.S.$400 million aggregate principal amount of
6.625% Senior Notes due 2025. The net proceeds were used to pay the tender offer
of 74% of the aggregate principal amount of the 8.00% Senior Notes due 2011 and
76% of the 8.15% UDI-denominated Notes due 2007. As a result of these tender
offers and the consummation in the first quarter of the offering of U.S.$400
million aggregate principal amount of 6.625% Senior Notes due 2025, we expect to
reduce nominal interest expense by approximately U.S.$8.0 million in 2005 and
U.S.$12.0 million in 2006. Through these transactions, we extended our average
debt maturity from 8.2 to 11.9 years.

     Effective March 18, 2005, we designated our net investment in Univision as
a hedge of the foreign exchange differences arising from the U.S.$400 million
Senior Notes due 2025 issued in connection with the prepayment of approximately
U.S.$485.4 million of principal amount of our outstanding long-term debt as of
that date. As of March 31, 2005, the total principal amount of our long-term
debt being hedged by Univision was of approximately U.S.$777.5 million.

                                       I-9
<PAGE>

                     GRUPO TELEVISA, S.A. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
       AS OF DECEMBER 31, 2004 (UNAUDITED) AND MARCH 31, 2005 (UNAUDITED)

<Table>
<Caption>
                                                               DECEMBER 31, 2004      MARCH 31, 2005
                                                              --------------------   -----------------
                                                                 (UNAUDITED)(1)         (UNAUDITED)
                                                                 (IN THOUSANDS OF MEXICAN PESOS IN
                                                                  PURCHASING POWER AS OF MARCH 31,
                                                                               2005)
<S>                                                           <C>                    <C>
                                                ASSETS
Current:
  Available:
     Cash...................................................     Ps.   393,606         Ps.   260,975
     Temporary investments..................................        16,379,019            16,563,121
                                                                 -------------         -------------
                                                                    16,772,625            16,824,096
Trade notes and accounts receivable -- net..................        11,318,572             7,104,155
Other accounts and notes receivable -- net..................         1,143,069             1,021,044
Due from affiliated companies -- net........................            77,017                23,623
Transmission rights and programming.........................         3,622,262             3,596,503
Inventories.................................................           667,988               708,823
Other current assets........................................           716,565               735,290
                                                                 -------------         -------------
     Total current assets...................................        34,318,098            30,013,534
Transmission rights and programming.........................         4,527,143             4,334,542
Investments.................................................         6,811,034             6,785,874
Property, plant and equipment -- net........................        19,310,717            19,185,056
Goodwill and other intangible assets -- net.................         9,228,832             9,810,588
Other assets................................................           270,700                50,089
                                                                 -------------         -------------
     Total assets...........................................     Ps.74,466,524         Ps.70,179,683
                                                                 =============         =============
</Table>

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

(1) The December 31, 2004 amounts included throughout these condensed
    consolidated financial statements were taken from our audited consolidated
    financial statements as of and for the year ended December 31, 2004, but
    restated to March 31, 2005 constant Mexican pesos. See "Item 3 -- Key
    Information -- Selected Financial Data" included in the 2004 Form 20-F.

                                       I-10
<PAGE>

                     GRUPO TELEVISA, S.A. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
       AS OF DECEMBER 31, 2004 (UNAUDITED) AND MARCH 31, 2005 (UNAUDITED)

<Table>
<Caption>
                                                               DECEMBER 31, 2004      MARCH 31, 2005
                                                              --------------------   -----------------
                                                                 (UNAUDITED)(1)         (UNAUDITED)
                                                                 (IN THOUSANDS OF MEXICAN PESOS IN
                                                                  PURCHASING POWER AS OF MARCH 31,
                                                                               2005)
<S>                                                           <C>                    <C>
                                             LIABILITIES
Current:
  Current portion of long-term debt.........................     Ps. 3,323,102         Ps. 2,322,701
  Current portion of satellite transponder lease
     obligation.............................................            71,301                72,862
  Trade accounts payable....................................         2,152,095             2,339,717
  Customer deposits and advances............................        15,048,108            13,322,472
  Taxes payable.............................................         1,571,059               557,134
  Accrued interest..........................................           452,921               125,820
  Other accrued liabilities.................................         1,280,780             1,383,292
                                                                 -------------         -------------
     Total current liabilities..............................        23,899,366            20,123,998
Long-term debt..............................................        19,093,247            17,963,646
Satellite transponder lease obligation......................         1,335,065             1,306,799
Customer deposits and advances..............................           375,830               345,826
Other long-term liabilities.................................           596,674               534,247
Deferred taxes..............................................         1,344,546             1,327,633
Labor obligations...........................................                --               140,213
                                                                 -------------         -------------
     Total liabilities......................................        46,644,728            41,742,362
                                                                 -------------         -------------
                                         STOCKHOLDERS' EQUITY
Majority interest:
  Capital stock issued, no par value........................         9,646,008             9,646,008
  Additional paid-in capital................................         4,108,742             4,108,742
                                                                 -------------         -------------
                                                                    13,754,750            13,754,750
                                                                 -------------         -------------
  Retained earnings:
     Legal reserve..........................................         1,536,575             1,536,575
     Reserve for repurchase of shares.......................         5,603,165             5,603,165
     Unappropriated earnings................................        11,624,604            15,732,172
     Net income for the period..............................         4,350,798               594,052
                                                                 -------------         -------------
                                                                    23,115,142            23,465,964
  Accumulated other comprehensive loss......................        (2,582,250)           (2,581,752)
  Shares repurchased........................................        (6,344,350)           (6,081,461)
                                                                 -------------         -------------
                                                                    14,188,542            14,802,751
                                                                 -------------         -------------
     Total majority interest................................        27,943,292            28,557,501
Minority interest...........................................          (121,496)             (120,180)
                                                                 -------------         -------------
     Total stockholders' equity.............................        27,821,796            28,437,321
                                                                 -------------         -------------
     Total liabilities and stockholders' equity.............     Ps.74,466,524         Ps.70,179,683
                                                                 =============         =============
</Table>

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

(1) The December 31, 2004 amounts included throughout these condensed
    consolidated financial statements were taken from our audited consolidated
    financial statements as of and for the year ended December 31, 2004, but
    restated to March 31, 2005 constant Mexican pesos. See "Item 3 -- Key
    Information -- Selected Financial Data" included in the 2004 Form 20-F.

                                       I-11
<PAGE>

                     GRUPO TELEVISA, S.A. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2005

<Table>
<Caption>
                                                                THREE MONTHS ENDED MARCH 31,
                                                              ---------------------------------
                                                                   2004              2005
                                                              ---------------   ---------------
                                                                (UNAUDITED)       (UNAUDITED)
                                                              (IN THOUSANDS OF MEXICAN PESOS IN
                                                              PURCHASING POWER AS OF MARCH 31,
                                                                            2005)
<S>                                                           <C>               <C>
Net sales...................................................    Ps.5,460,186      Ps.6,369,590
Cost of sales...............................................       3,113,972         3,186,157
                                                                ------------      ------------
  Gross profit..............................................       2,346,214         3,183,433
                                                                ------------      ------------
Operating expenses:
  Selling...................................................         407,161           574,380
  Administrative............................................         372,387           422,289
                                                                ------------      ------------
                                                                     779,548           996,669
                                                                ------------      ------------
Depreciation and amortization...............................         355,469           542,074
                                                                ------------      ------------
  Operating income..........................................       1,211,197         1,644,690
Integral cost of financing -- net...........................         385,488           302,766
Restructuring and non-recurring charges.....................         105,445           168,459
Other expense -- net........................................         127,278            31,386
                                                                ------------      ------------
  Income before taxes.......................................         592,986         1,142,079
                                                                ------------      ------------
Income tax and assets tax...................................         166,036           310,234
Employees' profit sharing...................................             731               853
                                                                ------------      ------------
                                                                     166,767           311,087
                                                                ------------      ------------
Income before equity in earnings of affiliates, cumulative
  loss effect of accounting change and minority interest....         426,219           830,992
Equity in earnings of affiliates -- net.....................          46,432            18,375
Cumulative loss effect of accounting change -- net..........              --          (177,893)
Minority interest...........................................          20,092           (77,422)
                                                                ------------      ------------
  Net income................................................    Ps.  492,743      Ps.  594,052
                                                                ============      ============
  Net income per CPO........................................    Ps.     0.17      Ps.     0.21
                                                                ============      ============
</Table>

                                       I-12
<PAGE>

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

                              GRUPO TELEVISA, S.A.

                       AVENIDA VASCO DE QUIROGA, NO. 2000
                               COLONIA SANTA FE,
                           01210 MEXICO, D.F., MEXICO


                      EXCHANGE AGENT, TRUSTEE, REGISTRAR,
                                  PAYING AGENT
                               AND TRANSFER AGENT

                              THE BANK OF NEW YORK
                           CORPORATE TRUST OPERATION
                             REORGANIZATION SECTION
                           101 BARCLAY STREET, 7 EAST
                            NEW YORK, NEW YORK 10286
                                 ATTN: KIN LAU
                                     U.S.A.

<Table>
<S>                                                    <C>
               LUXEMBOURG PAYING AGENT                                   LUXEMBOURG LISTING
                  AND TRANSFER AGENT                                           AGENT




       DEXIA BANQUE INTERNATIONALE A LUXEMBOURG               DEXIA BANQUE INTERNATIONALE A LUXEMBOURG
                   69 ROUTE D'ESCH                                        69 ROUTE D'ESCH
                  L-2953 LUXEMBOURG                                      L-2953 LUXEMBOURG
</Table>


                     LEGAL ADVISERS TO GRUPO TELEVISA, S.A.

<Table>
<S>                                                    <C>
               AS TO UNITED STATES LAW:                                  AS TO MEXICAN LAW:



     FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP            MIJARES, ANGOITIA, CORTES Y FUENTES, S.C.
                  ONE NEW YORK PLAZA                                 MONTES URALES 505, PISO 3
               NEW YORK, NEW YORK 10004                             COLONIA LOMAS DE CHAPULTEPEC
                        U.S.A.                                       11000 MEXICO, D.F., MEXICO
</Table>


                        AUDITORS OF GRUPO TELEVISA, S.A.

                          PRICEWATERHOUSECOOPERS, S.C.
                              MARIANO ESCOBEDO 573
                           COLONIA RINCON DEL BOSQUE
                           11580 MEXICO, D.F., MEXICO

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                             (GRUPO TELEVISA LOGO)
<PAGE>

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Mexican law, when an officer or director of a corporation acts within
the scope of his authority, the corporation will answer for any resulting
liabilities or expenses. In addition, the Board of Directors of the Registrant
has expressly resolved that the Registrant will indemnify and hold harmless each
director or officer of the Registrant against liabilities incurred in connection
with the distribution of the securities registered under this Registration
Statement on Form F-4, as amended. The Registrant has also entered into
indemnification agreements with certain of its officers and directors. Such
indemnification agreements provide for the Registrant to indemnify and advance
expenses to any officer and/or director a party thereto to the fullest extent
permitted by applicable law.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

                                 EXHIBIT INDEX

<Table>
<Caption>
  EXHIBIT
   NUMBER                                    DESCRIPTION                           PAGE
  -------                                    -----------                           ----
<S>            <C>   <C>                                                           <C>
    3.1        --    English translation of Amended and Restated Bylaws
                     (Estatutos Sociales) of the Registrant, dated as of April
                     16, 2004 (previously filed with the Securities Exchange
                     Commission as Exhibit 1.1 to the Registrant's Annual Report
                     on Form 20-F for the year ended December 31, 2003 and
                     incorporated herein by reference).

    4.1        --    Indenture relating to Senior Debt Securities, dated as of
                     August 8, 2000, between the Registrant, as Issuer, and The
                     Bank of New York, as Trustee, as amended or supplemented
                     from time to time (previously filed with the Securities and
                     Exchange Commission as Exhibit 4.1 to the Registrant's
                     Registration Statement on Form F-4 (File number 333-12738),
                     as amended (the "2000 Form F-4"), and incorporated herein by
                     reference).

    4.2        --    First Supplemental Indenture relating to the 8 5/8% Senior
                     Notes due 2005, dated as of August 8, 2000, between the
                     Registrant, as Issuer, and The Bank of New York and Banque
                     Internationale a Luxembourg, S.A. (previously filed with the
                     Securities and Exchange Commission as Exhibit 4.2 to the
                     2000 Form F-4 and incorporated herein by reference).

    4.3        --    Second Supplemental Indenture relating to the 8 5/8% Senior
                     Exchange Notes due 2005, dated as of January 19, 2001,
                     between the Registrant, as Issuer, and The Bank of New York
                     and Banque Internationale a Luxembourg, S.A. (previously
                     filed with the Securities and Exchange Commission as Exhibit
                     4.3 to the 2000 Form F-4 and incorporated herein by
                     reference).

    4.4        --    Third Supplemental Indenture relating to the 8% Senior Notes
                     due 2011, dated as of September 13, 2001, between the
                     Registrant, as Issuer, and The Bank of New York and Banque
                     Internationale a Luxembourg, S.A. (previously filed with the
                     Securities and Exchange Commission as Exhibit 4.4 to the
                     Registrant's Registration Statement on Form F-4 (File number
                     333-14200) (the "2001 Form F-4") and incorporated herein by
                     reference).

    4.5        --    Fourth Supplemental Indenture relating to the 8.5% Senior
                     Notes due 2032 between the Registrant, as Issuer, and The
                     Bank of New York and Dexia Banque Internationale a
                     Luxembourg (previously filed with the Securities and
                     Exchange Commission as Exhibit 4.5 to the Registrant's
                     Registration Statement on Form F-4 (File number 333-90342)
                     (the "2002 Form F-4") and incorporated herein by reference).

    4.6        --    Fifth Supplemental Indenture relating to the 8% Senior
                     Exchange Notes due 2011 between the Registrant, as Issuer,
                     and The Bank of New York and Dexia Banque Internationale a
                     Luxembourg, S.A (previously filed with the Securities and
                     Exchange Commission as Exhibit 4.6 to the 2002 Form F-4 and
                     incorporated herein by reference).
</Table>

                                       II-1
<PAGE>

<Table>
<Caption>
  EXHIBIT
   NUMBER                                    DESCRIPTION                           PAGE
  -------                                    -----------                           ----
<S>            <C>   <C>                                                           <C>

    4.7        --    Sixth Supplemental Indenture relating to the 8.5% Senior
                     Exchange Notes due 2032 between the Registrant, as Issuer,
                     and The Bank of New York and Dexia Banque Internationale a
                     Luxembourg (previously filed with the Securities and
                     Exchange Commission as Exhibit 4.7 to the 2002 Form F-4 and
                     incorporated herein by reference).

    4.8        --    Seventh Supplemental Indenture relating to the 6 5/8% Senior
                     Notes due 2025 between Registrant, as Issuer, and The Bank
                     of New York and Dexia Banque Internationale a Luxembourg,
                     dated March 18, 2005 (being concurrently filed with the
                     Securities and Exchange Commission as Exhibit 2.8 to the
                     Registrant's Annual Report on Form 20-F for the year ended
                     December 31, 2004 as it may be amended from time to time
                     (the "2004 Form 20-F") and incorporated herein by
                     reference).

    4.9        --    Eighth Supplemental Indenture relating to the 6 5/8% Senior
                     Notes due 2025 between Registrant, as Issuer, and The Bank
                     of New York and Dexia Banque Internationale a Luxembourg,
                     dated May 26, 2005 (being concurrently filed with the
                     Securities and Exchange Commission as Exhibit 2.9 to the
                     2004 Form 20-F and incorporated herein by reference).

    4.10       --    Form of Ninth Supplemental Indenture relating to the 6 5/8%
                     Senior Notes due 2025 between Registrant, as Issuer, and The
                     Bank of New York and Dexia Banque Internationale a
                     Luxembourg, dated May 26, 2005.

    4.11       --    Form of 6 5/8% Senior Exchange Note (included in Exhibit
                     4.10).

    4.12       --    Form of Deposit Agreement between the Registrant, JPMorgan
                     Chase Bank, as depositary and all holders and beneficial
                     owners of the Global Depositary Shares, evidenced by Global
                     Depositary Receipts (previously filed with the Securities
                     and Exchange Commission as an Exhibit to the Registrant's
                     Registration Statement on Form F-6 (File number 333-99195)
                     (the "Form F-6") and incorporated herein by reference).

    4.13       --    Registration Rights Agreement, dated as of March 18, 2005,
                     among the Registrant and Credit Suisse First Boston LLC and
                     Citigroup Global Markets Inc.

    4.14       --    Registration Rights Agreement, dated as of May 26, 2005,
                     among the Registrant and Credit Suisse First Boston LLC and
                     Citigroup Global Markets Inc.

    5.1        --    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

    5.2        --    Opinion of Mijares, Angoitia, Cortes y Fuentes, S.C.

   10.1        --    Form of Indemnity Agreement between the Registrant and its
                     directors and executive officers (previously filed with the
                     Securities and Exchange Commission as Exhibit 10.1 to the
                     Registrant's Registration Statement on Form F-4 (File number
                     33-69636), as amended, (the "1993 Form F-4") and
                     incorporated herein by reference).

   10.2        --    Agreement of General Partnership of Sky Multi-Country
                     Partners, dated as of October 24, 1997, among DTH USA, Inc.,
                     SESLA, Inc., Televisa MCOP Holdings, Inc. and TCI
                     Multicountry DTH, Inc (previously filed with the Securities
                     and Exchange Commission as Exhibit 10.3 to the Form F-3 and
                     incorporated herein by reference).

   10.3        --    Amended and Restated Collateral Trust Agreement, dated as of
                     June 13, 1997, as amended, among PanAmSat Corporation,
                     Hughes Communications, Inc., Satellite Company, LLC, the
                     Registrant and IBJ Schroder Bank and Trust Company
                     (previously filed with the Securities and Exchange
                     Commission as an Exhibit to the Registrant's Annual Report
                     on Form 20-F for the year ended December 31, 2001 (the "2001
                     Form 20-F") and incorporated herein by reference).

   10.4        --    Amended and Restated Program License Agreement, dated as of
                     December 19, 2001, by and between Productora de
                     Teleprogramas, S.A. de C.V. and Univision Communications
                     Inc. ("Univision") (previously filed with the Securities and
                     Exchange Commission as Exhibit 10.7 to the 2001 Form F-4 and
                     incorporated herein by reference).

   10.5        --    Participation Agreement, dated as of October 2, 1996, by and
                     among Univision, Perenchio, the Registrant, Venevision and
                     certain of their respective affiliates (previously filed
                     with the Securities and Exchange Commission as Exhibit 10.8
                     to Univision's Registration Statement on Form S-1 (File
                     number 333-6309) (the "Univision Form S-1") and incorporated
                     herein by reference).
</Table>

                                       II-2
<PAGE>

<Table>
<Caption>
  EXHIBIT
   NUMBER                                    DESCRIPTION                           PAGE
  -------                                    -----------                           ----
<S>            <C>   <C>                                                           <C>


   10.6        --    Amended and Restated International Program Rights Agreement,
                     dated as of December 19, 2001, by and among Univision,
                     Venevision and the Registrant (previously filed with the
                     Securities and Exchange Commission as Exhibit 10.9 to the
                     2001 Form F-4 and incorporated herein by reference).

   10.7        --    Co-Production Agreement, dated as of March 27, 1998, between
                     the Registrant and Univision Network Limited Partnership
                     (previously filed with the Securities and Exchange
                     Commission as an Exhibit to Univision's Annual Report on
                     Form 10-K for the year ended December 31, 1997 and
                     incorporated herein by reference).

   10.8        --    Amended and Restated Bylaws (Estatutos Sociales) of Innova,
                     S. de R.L. de C.V. dated as of December 22, 1998 (previously
                     filed with the Securities and Exchange Commission as an
                     Exhibit to the 1998 Form 20-F and incorporated herein by
                     reference).

   10.9        --    English summary of Ps.1,162.5 million credit agreement,
                     dated as of May 17, 2004, between the registrant and Banamex
                     (the "May 2004 Credit Agreement") and the May 2004 Credit
                     Agreement (in Spanish)(being concurrently filed with the
                     Securities and Exchange Commission as Exhibit 4.9 to the
                     2004 Form 20-F and incorporated herein by reference).

   10.10       --    English summary of amendment to the May 2004 Credit
                     Agreement and the amendment to the May 2004 Credit Agreement
                     (in Spanish)(being concurrently filed with the Securities
                     and Exchange Commission as Exhibit 4.10 to the 2004 Form
                     20-F and incorporated herein by reference).

   10.11       --    English summary of Ps.2,000.0 million credit agreement,
                     dated as of October 22, 2004, between the registrant and
                     Banamex (the "October 2004 Credit Agreement") and the
                     October 2004 Credit Agreement (in Spanish)(being
                     concurrently filed with the Securities and Exchange
                     Commission as Exhibit 4.11 to the 2004 Form 20-F and
                     incorporated herein by reference).

   10.12       --    Administration Trust Agreement relating to Trust No. 80375,
                     dated as of March 23, 2004, by and among Nacional
                     Financiera, S.N.C., as trustee of Trust No. 80370, Banco
                     Inbursa, S.A., as trustee of Trust No. F/0553, Banco
                     Nacional de Mexico, S.A., as trustee of Trust No. 14520-1,
                     Nacional Financiera, S.N.C., as trustee of Trust No. 80375,
                     Emilio Azcarraga Jean, Promotora Inbursa, S.A. de C.V.,
                     Maria Asuncion Aramburuzabala Larregui, Lucrecia
                     Aramburuzabala Larregui de Fernandez, Maria de las Nieves
                     Fernandez Gonzalez, Antonino Fernandez Rodriguez, Carlos
                     Fernandez Gonzalez, Grupo Televisa, S.A. and Grupo
                     Televicentro, S.A. de C.V. (as previously filed with the
                     Securities and Exchange Commission as an Exhibit to
                     Schedules 13D or 13D/A in respect of various parties' to the
                     Trust Agreement (File number 005-60431) and incorporated
                     herein by reference).

   12.1        --    Computation of Ratio of Earnings to Fixed Charges.

   13.1        --    Press Release reporting the Registrant's first quarter
                     financial results (previously submitted to the Securities
                     and Exchange Commission on Form 6-K on April 27, 2005 and
                     incorporated herein by reference).

   21.1        --    List of Subsidiaries of Registrant.

   23.1        --    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
                     (included as part of its opinion filed as Exhibit 5.1).

   23.2        --    Consent of Mijares, Angoitia, Cortes y Fuentes, S.C.
                     (included as part of its opinion filed as Exhibit 5.2).

   23.3        --    Consents of PricewaterhouseCoopers, independent public
                     accountants.

   23.4        --    Consent of Ernst & Young LLP, independent public
                     accountants.

   25.1        --    Statement of Eligibility of Trustee on Form T-1.

   99.1        --    Form of Letter of Transmittal for 6.625% Senior Exchange
                     Notes due 2025.

   99.2        --    Form of Notice of Guaranteed Delivery for 6.625% Senior
                     Notes due 2025.

   99.3        --    Form of Letter to Registered Holders and/or Participants of
                     the Book-Entry Transfer Facility.
</Table>

                                       II-3
<PAGE>

<Table>
<Caption>
  EXHIBIT
   NUMBER                                    DESCRIPTION                           PAGE
  -------                                    -----------                           ----
<S>            <C>   <C>                                                           <C>

   99.4        --    Form of Letter to Brokers, Dealers, Commercial Banks, Trust
                     Companies and Other Nominees.

   99.5        --    Form of Letter to Clients.

   99.6        --    Guidelines for Certification of Taxpayer Identification
                     Number on Substitute Form W-9 (included in Exhibit 99.1).
</Table>

     All financial statement schedules relating to the Registrant are omitted
because they are not required or because the required information, if material,
is contained in the audited year-end financial statements or notes thereto.

ITEM 22.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1) that, insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act of 1933 and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of expenses incurred
     or paid by a director, officer or controlling person of the Registrant in
     the successful defense of an action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the
     Securities Act and will be governed by the final adjudication of such
     issue.

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

          (3) (i) to respond to requests for information that is incorporated by
     reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
     form, within one business day of receipt of such request, and to send the
     incorporated documents by first class mail or other equally prompt means,
     and (ii) to arrange or provide for a facility in the United States for the
     purpose of responding to such requests. The undertaking in subparagraph (i)
     above includes information contained in documents filed subsequent to the
     effective date of the Registration Statement through the date of responding
     to the request.

          (4) to supply by means of a post-effective amendment all information
     concerning a transaction and the company being acquired involved therein,
     that was not the subject of and included in the registration statement when
     it became effective.

          (5) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
        Securities Act 1933;

             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the

                                       II-4
<PAGE>

        form of prospectus filed with the Commission pursuant to Rule 424(b) if,
        in the aggregate, the changes in volume and price represent no more than
        a 20 percent change in the maximum aggregate offering price set forth in
        the "Calculation of Registration Fee" table in the effective
        registration statement;

             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

          (6) that, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (7) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (8) to file a post-effective amendment to the registration statement
     to include any financial statements required by Item 8.A. of Form 20-F at
     the start of any delayed offering or throughout a continuous offering.
     Financial statements and information otherwise required by Section 10(a)(3)
     of the Act need not be furnished, provided, that the registrant includes in
     the prospectus, by means of a post-effective amendment, financial
     statements required pursuant to this paragraph (8) and other information
     necessary to ensure that all other information in the prospectus is at
     least as current as the date of those financial statements.

                                       II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form F-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on
June 13, 2005.

                                          GRUPO TELEVISA, S.A.

                                          By: /s/ Salvi Folch Viadero
                                            ------------------------------------
                                            Name:    Salvi Folch Viadero
                                            Title:   Chief Financial Officer

                                          By: /s/ Jorge Lutteroth Echegoyen
                                            ------------------------------------
                                            Name:    Jorge Lutteroth Echegoyen
                                            Title:   Vice President and
                                                     Controller

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Emilio Azcarraga Jean, Alfonso de Angoitia
Noriega, Salvi Folch Viadero, Julio Barba Hurtado, Jorge Lutteroth Echegoyen,
Juan Sebastian Mijares Ortega, Joaquin Balcarcel Santa Cruz, Rafael Carabias
Principe, Guadalupe Phillips Margain, and Guillermo Nava Gomez-Tagle and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for such person and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form F-4, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form F-4 has been signed by the following persons in
the capacities and on the date first above indicated:

<Table>
<Caption>
                         SIGNATURE                                               TITLE
                         ---------                                               -----
<S>     <C>                                                   <C>

                 /s/ Emilio Azcarraga Jean                     Director, Chairman of the Board, President
  -------------------------------------------------------                         and
                   Emilio Azcarraga Jean                                Chief Executive Officer

        /s/ Maria Asuncion Aramburuzabala Larregui             Director and Vice-Chairwoman of the Board
  -------------------------------------------------------
          Maria Asuncion Aramburuzabala Larregui

              /s/ Alfonso de Angoitia Noriega                                   Director
  -------------------------------------------------------
                Alfonso de Angoitia Noriega

                  /s/ Pedro Aspe Armella                                        Director
  -------------------------------------------------------
                    Pedro Aspe Armella

                  /s/ Julio Barba Hurtado                                       Director
  -------------------------------------------------------
                    Julio Barba Hurtado
</Table>

                                       II-6
<PAGE>

<Table>
<Caption>
                         SIGNATURE                                               TITLE
                         ---------                                               -----

<S>     <C>                                                   <C>

              /s/ Jose Antonio Baston Patino                                    Director
  -------------------------------------------------------
                Jose Antonio Baston Patino

              /s/ Alberto Bailleres Gonzalez                                    Director
  -------------------------------------------------------
                Alberto Bailleres Gonzalez

             /s/ Manuel Jorge Cutillas Covani                                   Director
  -------------------------------------------------------
               Manuel Jorge Cutillas Covani

               /s/ Carlos Fernandez Gonzalez                                    Director
  -------------------------------------------------------
                 Carlos Fernandez Gonzalez

                  /s/ Salvi Folch Viadero                               Chief Financial Officer
  -------------------------------------------------------
                    Salvi Folch Viadero

                /s/ Bernardo Gomez Martinez                                     Director
  -------------------------------------------------------
                  Bernardo Gomez Martinez

              /s/ Claudio X. Gonzalez Laporte                                   Director
  -------------------------------------------------------
                Claudio X. Gonzalez Laporte

                                                                                Director
  -------------------------------------------------------
                 Roberto Hernandez Ramirez

               /s/ Enrique Krauze Kleinbort                                     Director
  -------------------------------------------------------
                 Enrique Krauze Kleinbort

                                                                                Director
  -------------------------------------------------------
                German Larrea Mota Velasco

               /s/ Jorge Lutteroth Echegoyen                                   Controller
  -------------------------------------------------------
                 Jorge Lutteroth Echegoyen

            /s/ Gilberto Perezalonso Cifuentes                                  Director
  -------------------------------------------------------
              Gilberto Perezalonso Cifuentes

                   /s/ Carlos Slim Domit                                        Director
  -------------------------------------------------------
                     Carlos Slim Domit

              /s/ Alejandro Quintero Iniguez                                    Director
  -------------------------------------------------------
                Alejandro Quintero Iniguez

               /s/ Fernando Senderos Mestre                                     Director
  -------------------------------------------------------
                 Fernando Senderos Mestre

              /s/ Enrique F. Senior Hernandez                                   Director
  -------------------------------------------------------
                Enrique F. Senior Hernandez

              /s/ Lorenzo H. Zambrano Trevino                                   Director
  -------------------------------------------------------
                Lorenzo H. Zambrano Trevino
</Table>

                                       II-7
<PAGE>

                     SIGNATURE OF AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of Grupo
Televisa, S.A., has signed this Registration Statement on Form F-4 in the City
of Newark, State of Delaware on June 13, 2005.

<Table>
<Caption>
                    SIGNATURE                                              TITLE
                    ---------                                              -----
<S>     <C>                                          <C>

              /s/ Donald J. Puglisi                    Authorized Representative in the United States
 ------------------------------------------------
                Donald J. Puglisi
</Table>

                                       II-8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>2
<FILENAME>y09865exv4w10.txt
<DESCRIPTION>EX-4.10: FORM OF NINTH SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>

                     [Form of Ninth Supplemental Indenture]

                                                                    EXHIBIT 4.10

                              GRUPO TELEVISA, S.A.,

                                   as Issuer,

                              THE BANK OF NEW YORK,

                       as Trustee, Registrar, Paying Agent

                               and Transfer Agent

                                       and

                          DEXIA BANQUE INTERNATIONALE A

                           LUXEMBOURG, SOCIETE ANONYME

                           as Luxembourg Paying Agent

                               and Transfer Agent

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

                          NINTH SUPPLEMENTAL INDENTURE

                              Dated as of  , 2005

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

                        Supplementing the Trust Indenture

                           Dated as of August 8, 2000

                               -------------------
               $600,000,000 6.625% Senior Exchange Notes due 2025.

<PAGE>

      NINTH SUPPLEMENTAL INDENTURE, dated as of the  day of  , 2005, between
GRUPO TELEVISA, S.A., a limited liability company (sociedad anonima) organized
under the laws of the United Mexican States (the "Issuer" or the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, having its Corporate Trust
Office located at 101 Barclay Street, New York, New York 10286, as trustee (the
"Trustee"), registrar ("Registrar"), paying agent ("Paying Agent") and transfer
agent ("Transfer Agent"), and DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE
ANONYME a bank duly incorporated and existing under the laws of Luxembourg, as
paying agent and transfer agent (a "Paying Agent" and a "Transfer Agent," as the
case may be);

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of August 8, 2000 (the "Original Indenture" and, together
with the First Supplemental Indenture, dated August 8, 2000, the Second
Supplemental Indenture, dated January 19, 2001, the Third Supplemental
Indenture, dated September 13, 2001, the Fourth Supplemental Indenture, dated
March 11, 2002, the Fifth Supplemental Indenture, dated March 8, 2002, the Sixth
Supplemental Indenture, dated July 31, 2002, the Seventh Supplemental Indenture,
dated March 18, 2005 and the Eighth Supplemental Indenture, dated May 26, 2005
between the Company, The Bank of New York, as Trustee, Registrar, Paying Agent
and Transfer Agent and Dexia Banque Internationale a Luxembourg, Societe Anonyme
as Luxembourg Paying Agent and Transfer Agent, and this Ninth Supplemental
Indenture, the "Indenture") providing for the issuance by the Company from time
to time of its senior debt securities to be issued in one or more series (in the
Original Indenture and herein called the "Securities");

      WHEREAS, the Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Board of Directors, has duly
determined to make, execute and deliver to the Trustee, on  , 2005, this Ninth
Supplemental Indenture to the Original Indenture in order to establish the form
and terms of, and to provide for the creation and issue of, one series of
Securities to be designated as the "6.625% Senior Exchange Notes due 2025" under
the Original Indenture in the aggregate principal amount of $600,000,000 subject
to Section 202 hereof;

      WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish
the terms of Securities of any series as permitted by Sections 201 and 301 of
the Original Indenture; and

      WHEREAS, all things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions set forth
hereinafter and in the Indenture against payment therefor, the valid, binding
and legal obligations of the Company and to make this Ninth Supplemental
Indenture a valid, binding and legal agreement of the Company, have been done;

                                       1
<PAGE>

      NOW, THEREFORE, This NINTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of the series of Securities designated as the
"6.625% Senior Exchange Notes due 2025" and for and in consideration of the
premises and of the covenants contained in the Original Indenture and in this
Ninth Supplemental Indenture and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:

                                   ARTICLE I

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

            Section 101. Definitions.

      Each capitalized term that is used herein and is defined in the Original
Indenture shall have the meaning specified in the Original Indenture unless such
term is otherwise defined herein.

      "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of DTC,
Euroclear or Clearstream Banking, as the case may be, that apply to such
transfer or exchange.

      "Clearstream Banking" shall mean Clearstream Banking, societe anonyme
(formerly Cedelbank) or any successor.

      "Depositary" shall mean DTC or its nominee, or any other depositary
appointed by the Company; provided, however, that such depositary shall have an
address in the Borough of Manhattan, in the City of New York.

      "DTC" shall mean The Depository Trust Company.

      "Euroclear" shall mean the Euroclear System or any successor.

      "Global Securities" or "Global Security" shall have the meaning assigned
to it in Section 203 hereof.

      "Initial Purchasers" shall mean Credit Suisse First Boston LLC ("CSFB")
and Citigroup Global Markets Inc. ("Citigroup").

      "Interest Payment Date" shall have the meaning assigned to it in Section
206 hereof.

      "Notes" shall mean the Company's 6.625% Senior Exchange Notes due 2025.

      "Remaining Scheduled Payments" shall mean, with respect to the Notes, the
remaining scheduled payments of principal thereof and interest thereon that
would be due after the related Redemption Date but for such redemption.

                                       2
<PAGE>

      "Securities" shall mean the Notes.

      "Securities Act" shall mean the United States Securities Act of 1933, as
amended.

            Section 102. Section References.

      Each reference to a particular Section set forth in this Ninth
Supplemental Indenture shall, unless the context otherwise requires, refer to
this Ninth Supplemental Indenture.

                                   ARTICLE II

                        TITLE AND TERMS OF THE SECURITIES

            Section 201. Title of the Securities.

      The title of the Securities of the series established hereby is the
"6.625% Senior Exchange Notes due 2025".

            Section 202. Amount and Denominations.

      The aggregate principal amount of the Notes which may be authenticated and
delivered under this Ninth Supplemental Indenture is limited to $600,000,000,
except for Securities of such series authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the same series pursuant to Section 305, 306, 904 or 1107 of the Original
Indenture; provided, however, that the Notes may be reopened, without the
consent of the Holders thereof, for issuance of additional Securities of the
same series.

            Section 203. Registered Securities.

      The certificates for the Notes shall be Registered Securities in global
form and shall be in substantially the form attached hereto as Exhibits A
(collectively, the "Global Securities," each a "Global Security").

            Section 204. Issuance and Pricing.

      The Notes shall be issued under the Indenture.

            Section 205. Stated Maturity.

      The Stated Maturity of the Notes on which the principal thereof is due and
payable shall be March 18, 2025.

            Section 206. Interest.

      The principal of the Notes shall bear interest from the later of March 18,
2005 or from the most recent Interest Payment Date to which interest has been
paid or provided for, payable semiannually on March 18 and September 18 of each
year, commencing

                                       3
<PAGE>

September 18, 2005 to the Persons in whose names the Notes (or one or more
Predecessor Securities) are registered at the close of business on the fifteenth
calendar day preceding such Interest Payment Date. Interest payable at maturity
will be payable to the person to whom principal is payable on that date.
Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months. If any Interest Payment Date or Maturity would otherwise be a day
that is not a Business Day, the related payment of principal, interest, premium
and Additional Amounts will be made on the next succeeding Business Day as if it
were made on the date the payment was due, and no interest will accrue on the
amounts so payable for the period from and after the Interest Payment Date or
the Maturity, as the case may be, to the next succeeding Business Day.

      Interest on the Notes will accrue at the rate of 6.625% per annum, until
the principal thereof is paid or made available for payment.

            Section 207. Registration, Transfer and Exchange.

      The principal of, interest, premium and Additional Amounts on the Notes
shall be payable and the Notes may be surrendered or presented for payment, the
Notes may be surrendered for registration of transfer or exchange, and notices
and demands to or upon the Company in respect of the Notes and the Indenture may
be served, at the office or agency of the Company maintained for such purposes
in The City of New York, State of New York, and so long as any Notes are listed
on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange
so require, a Paying Agent and a Transfer Agent with a specified office in
Luxembourg, from time to time; provided, however, that at the option of the
Company payment of interest on either series may be made by check mailed to the
address of the Persons entitled thereto, as such addresses shall appear in the
Security Register.

      The Company hereby initially appoints the Trustee at its office in the
City of New York as the Registrar, a Paying Agent and a Transfer Agent under the
Indenture and the Trustee, by its execution hereof, accepts such appointment;
provided, however, that (subject to Section 1002 of the Indenture) the Company
may at any time remove the Trustee at its office or agency in The City of New
York designated for the foregoing purposes and may from time to time designate
one or more other offices or agencies for the foregoing purposes and may from
time to time rescind such designations. The Company hereby initially appoints
Dexia Banque Internationale a Luxembourg, Societe Anonyme at its office at 69
route d'Esch, L-2953 Luxembourg, to act as a Paying Agent and Transfer Agent
under the Indenture and Dexia Banque Internationale a Luxembourg, Societe
Anonyme by its execution hereof, hereby accepts such appointment. The Trustee,
the Registrar, each Paying Agent and Transfer Agent shall keep copies of the
Indenture available for inspection and copying by holders of the Notes during
normal business hours at their respective offices.

      Notwithstanding the foregoing, a Holder of $10 million or more in
aggregate principal amount of certificated Notes on a Regular Record Date shall
be entitled to receive interest payments, if any, on any Interest

                                       4
<PAGE>

Payment Date, other than an Interest Payment Date that is also the date of
Maturity, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 calendar days prior to the applicable Interest Payment Date. Any wire
transfer instructions received by the Trustee will remain in effect until
revoked by the Holder. Any interest not punctually paid or duly provided for on
a certificated note on any interest payment date other than the maturity date
will cease to be payable to the Holder of the Note as of the close of business
on the related record date and may either be paid (1) to the person in whose
name the certificated note is registered at the close of business on a special
record date for the payment of the defaulted interest that is fixed by the
Company, written notice of which will be given to the holders of the notes not
less than 30 calendar days prior to the special record date, or (2) at any time
in any other lawful manner.

            Section 208. Redemption of the Securities.

      The Notes are redeemable by the Company pursuant to Sections 1008 and 1009
of the Original Indenture in accordance with Article Eleven thereof.

            Section 209. Denominations.

      Interests in the Notes shall be in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof.

            Section 210. Currency.

      The interest, premium, if any, Additional Amounts, if any, and principal
on the Notes shall be payable only in Dollars.

            Section 211. Applicability of Certain Indenture Provisions.

      All Sections of the Original Indenture shall apply to the Notes, except
for Articles Twelve, Thirteen and Fourteen.

            Section 212. Security Registrar and Paying Agent.

      The Trustee shall be Security Registrar and the initial Paying Agent and
initial Transfer Agent for the Notes (subject to the Company's right (subject to
Section 1002 of the Indenture) to remove the Trustee as such Paying Agent and/or
Transfer Agent with respect to each series and/or, from time to time, to
designate one or more co-registrars and one or more other Paying Agents and
Transfer Agents and to rescind from time to time any such designations), and The
City of New York is designated as a Place of Payment for the Notes. The Company
shall maintain a Paying Agent and Transfer Agent in Luxembourg for so long as
any Notes are listed on the Luxembourg Stock Exchange.

            Section 213. Global Securities.

         (a) Form of Securities. The Notes may be issued in whole or in part in
      the form of one or more Global Securities in fully registered form. No
      Notes will be

                                       5
<PAGE>

      issued in bearer form. The initial Depositary for the Global Securities of
      each series shall be DTC, and the depositary arrangements shall be those
      employed by whoever shall be the Depositary with respect to the Notes from
      time to time.

      Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary or a nominee thereof and delivered to
such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.

      Notwithstanding any other provision in this Indenture or the Securities,
no Global Security may be exchanged, in whole or in part for certificated Notes,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person, other than the Depositary or a nominee thereof unless
(A) the Depositary has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) the Depositary has ceased
to be a clearing agency registered under the Exchange Act, or (C) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security or (D) the Company in its sole discretion determines that the Global
Securities (in whole not in part) should be exchanged for certificated Notes and
delivers a written notice to such effect to the Trustee. Any Global Security
exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and
not in part and any Global Security exchanged pursuant to Clause (C) above may
be exchanged in whole or from time to time in part in the manner directed by the
Depositary. In the event of the occurrence of any of the events specified in
this paragraph, the Company will promptly make available to the Trustee a
reasonable supply of certificated Notes in definitive, fully registered form,
without interest coupons.

      Upon any exchange, the certificated Notes shall be issued in definitive,
fully-registered form, without interest coupons, shall have an aggregate
principal amount equal to that of such Global Security or portion thereof to be
so exchanged, shall be registered in such names and be in such denominations as
the Depositary shall designate and shall bear any legends required hereunder.
Any Global Security to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Security Registrar. With regard to any Global
Security to be exchanged in part, either such Global Security shall be so
surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Security, the principal
thereof shall be reduced, by an amount equal to the portion thereof to be so
exchanged, by means of any appropriate adjustment made on the records of the
Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate
and deliver the Security issuable on such exchange to or upon the order of the
Depositary or an authorized representative thereof.

      The provisions of the "Operating Procedures of the Euroclear System" and
the "Terms and Conditions Governing Use of Euroclear" and the "Management
Regulations" and "Instructions to Participants" of Clearstream Banking,
respectively, shall be applicable to any Global Security insofar as interests in
such Global Security are held by the agent members of Euroclear or Clearstream
Banking. Account holders or participants in Euroclear and Clearstream Banking
shall have no rights under the Indenture with

                                       6
<PAGE>

respect to such Global Security, and the Depositary or its nominee may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between DTC and its agent members, the operation of customary
practices governing the exercise of the rights of a holder of any Security.

            Section 214. Sinking Fund.

      The Notes shall not be subject to any sinking fund or similar provision
and shall not be redeemable at the option of the holder thereof.

            Section 215. Conversion; Exchange.

      The Notes shall not be convertible into Common Stock.

            Section 216. Amendments.

      This Supplemental Indenture may be amended by the Company without the
consent of any holder of the Notes in order for the restrictions on transfer
contained herein to be in compliance with applicable law or the Applicable
Procedures.

            Section 217. Applicable Procedures.

      Notwithstanding anything else herein, the Company shall not be required to
permit a transfer to a Global Note that is not permitted by the Applicable
Procedures.

            Section 218. Paying and Transfer Agent.

      Dexia Banque Internationale a Luxembourg, Societe Anonyme agrees that the
provisions of Section 1003 of the Original Indenture shall be binding on it as
Paying Agent and Transfer Agent.

            Section 219. Execution of the Notes

      The Exchange Notes shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Accounting Officer, its Chief Financial
Officer, its President or one of its Vice Presidents attested by its Secretary
of the Board of Directors, its Treasurer or Assistant Treasurer or one of its
Assistant Secretaries. The signature of any of the officers on the Notes may be
manual or facsimile.

                                       7
<PAGE>

                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS

      The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Ninth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

      Except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof and the
Original Indenture is in all respects hereby ratified and confirmed.

      This Ninth Supplemental Indenture and all its provisions shall be deemed a
part of the Original Indenture in the manner and to the extent herein and
therein provided. This Ninth Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof other than Section 5-1401 of the New
York General Obligations Law.

      This Ninth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                       8
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental
Indenture to be duly executed as of the day and year first above written.

                                                 GRUPO TELEVISA, S.A.,
                                                 as Issuer

                                                 By: _______________________
                                                     Name:
                                                     Title:

                                                 By: _______________________
                                                     Name:
                                                     Title:

                                       9
<PAGE>

                                             THE BANK OF NEW YORK,
                                             as Trustee, Registrar, Paying Agent
                                             and Transfer Agent

                                             BY: ____________________________
                                                 Name:
                                                 Title:

                                       10
<PAGE>

                                         DEXIA BANQUE INTERNATIONALE
                                         A LUXEMBOURG, SOCIETE
                                         ANONYME
                                         as Luxembourg Paying Agent and Transfer
                                         Agent

                                         BY: ____________________________
                                             Name:
                                             Title:

                                       11
<PAGE>

                                   Exhibit A-1

No. 1                                                                 $
CUSIP No.

                              GRUPO TELEVISA, S. A.

                      6.625% Senior Exchange Notes due 2025

      Grupo Televisa, S.A., a limited liability company (sociedad anonima),
organized under the laws of the United Mexican States (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of       dollars ($        ) on March 18,
2025 and to pay interest thereon from March 18, 2005 or from the most recent
date to which interest has been paid or provided for, semi-annually on March 18
and September 18 in each year (each, an "Interest Payment Date"), commencing
September 18, 2005 at the rate of 6.625 % per annum, until the principal hereof
is paid or made available for payment. Interest on this Note shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months. The interest
so payable and paid or provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the fifteenth
calendar day (whether or not a Business Day) preceding such Interest Payment
Date. Any such interest which is payable, but is not paid or provided for, on
any Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant Regular Record Date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to the Holders of Notes of this Series
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in such Indenture.

      Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided,
further, that payment to DTC or any successor Depositary may be made by wire
transfer to the account designated by DTC or such successor Depositary in
writing.

      This Security is a global Security issued on the date hereof which
represents $ of the principal amount of the Company's 6.625 % Senior Exchange
Notes due 2025.

<PAGE>

This Note is one of a duly authorized issue of securities of the Company (herein
called the "Notes") issued and to be issued in one series under an Indenture
dated as of August 8, 2000, as supplemented by the first supplemental indenture
dated as of August 8, 2000, the second supplemental indenture dated as of
January 19, 2001, the third supplemental indenture dated as of September 13,
2001, the fourth supplemental indenture dated as of March 11, 2002, the fifth
supplemental indenture dated as of March 8, 2002, the sixth supplemental
indenture dated as of July 31, 2002, the seventh supplemental indenture dated
March 18, 2005 and the eighth supplemental indenture dated May 26, 2005 (herein
called, together with the Ninth Supplemental Indenture referred to below and all
other indentures supplemental thereto, the "Indenture") between the Company and
The Bank of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited (subject to
exceptions provided in the Indenture) to the aggregate principal amount
specified in the Ninth Supplemental Indenture between the Company, The Bank of
New York, as Trustee, Registrar, Paying Agent and Transfer Agent and Dexia
Banque Internationale a Luxembourg, Societe Anonyme, as Luxembourg Paying Agent
and Transfer Agent, dated as of        2005, establishing the terms of the Notes
pursuant to the Indenture (the "Ninth Supplemental Indenture").

      If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. For all
purposes of the Indenture, holders of the Notes issued under the Ninth
Supplemental Indenture will vote together with holders of the Notes issued
pursuant to the Seventh Supplemental Indenture and the Eighth Supplemental
Indenture who do not exchange such Notes for new Notes pursuant to the exchange
offer being consummated pursuant to the terms of the Registration Rights
Agreements that were attached as Exhibit F to the Seventh Supplemental Indenture
and Exhibit A to the Eighth Supplemental Indenture, as a single series of
Securities. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note or such Notes.

<PAGE>

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.

      As provided in the Indenture and subject to certain limitations set forth
therein and in this Note, the transfer of this Note may be registered on the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for the purpose in any place
where the principal of and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

      The Notes are issuable in book-entry fully registered form without coupons
in minimum denominations of $100,000, and integral multiples of $1,000 as
specified in the Ninth Supplemental Indenture establishing the terms of the
Notes and as more fully provided in the Original Indenture. As provided in the
Original Indenture, and subject to certain limitations set forth in the Original
Indenture and in this Note, the Notes are exchangeable for a like aggregate
principal amount of Notes of this Series in different authorized denominations,
as requested by the Holders surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Indenture contains provisions whereby (i) the Company may be
discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligation under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this
series, and satisfies certain other conditions, all as more fully provided in
the Indenture.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York without giving effect to any provisions relating to
conflicts of laws other than Section 5-1401 of the New York General Obligations
Law.

<PAGE>

      All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

      Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                                GRUPO TELEVISA, S.A.

Attest:_______________________________          By:_______________________
       Name: Ricardo Maldonad Yanez               Name: Salvi Folch Viadero
       Title: Secretary of the Board of           Title: Chief Financial Officer
              Directors of Grupo Televisa S.A.

                                                By:_______________________
                                                   Name: Juan Sebastian Mijares
                                                   Title: Vice President General
                                                          Counsel

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Dated:        , 2005                            The Bank of New York,
                                                as Trustee

                                                By:___________________________

<PAGE>

                           FORM OF REVERSE OF SECURITY

      This Security is one of a duly authorized issue of Securities of the
Company designated as its 6.625% Senior Exchange Notes due 2025 (hereinafter
called the "Notes"), limited in aggregate principal amount to U.S.$600,000,000
issued and to be issued under a Ninth Supplemental Indenture, dated as of     ,
2005 (hereinafter called the "Ninth Supplemental Indenture"), among the Company,
The Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent and
Dexia Banque Internationale a Luxembourg, Societe Anonyme, as Luxembourg Paying
Agent and Transfer Agent.

      Additional Amounts. All payments of amounts due in respect of the
Securities by the Company will be made without withholding or reduction for or
on account of any present or future taxes or duties of whatever nature imposed
or levied by or on behalf of Mexico any political subdivision thereof or any
agency or authority in or of Mexico ("Taxes") unless the withholding or
deduction of such Taxes is required by law or by the interpretation or
administration thereof. In that event, the Company will pay such additional
amounts ("Additional Amounts") as may be necessary in order that the net amounts
receivable by the Holders after such withholding or deduction shall equal the
respective amounts which would have been receivable in respect of the
Securities, in the absence of such withholding or deduction, which Additional
Amounts shall be due and payable when the amount to which such Additional
Amounts relate are due and payable; except that no such Additional Amounts shall
be payable with respect to:

            (i) any Taxes which are imposed on, or deducted or withheld from,
      payments made to the Holder or beneficial owner of the Securities by
      reason of the existence of any present or former connection between the
      Holder or beneficial owner of the Securities (or between a fiduciary,
      settlor, beneficiary, member or shareholder of, or possessor of a power
      over, such Holder or beneficial owner, if such Holder or beneficial owner
      is an estate, trust, corporation or partnership) and Mexico (or any
      political subdivision or territory or possession thereof or area subject
      to its jurisdiction) (including, without limitation, such Holder or
      beneficial owner (or such fiduciary, settlor, beneficiary, member,
      shareholder or possessor) (x) being or having been a citizen or resident
      thereof, (y) maintaining or having maintained an office, permanent
      establishment, fixed base or branch therein, or (z) being or having been
      present or engaged in trade or business therein) other than the mere
      holding of such Securities or the receipt of amounts due in respect
      thereof;

            (ii) any estate, inheritance, gift, sales, stamp, transfer or
      personal property Tax;

            (iii) any Taxes that are imposed on, or withheld or deducted from,
      payments made to the Holder or beneficial owner of the Securities to the
      extent such Taxes would not have been so imposed, deducted or withheld but
      for the failure by such Holder or beneficial owner of such Securities to
      comply with any certification, identification, information, documentation
      or other reporting
<PAGE>

      requirement concerning the nationality, residence, identity or connection
      with Mexico (or any political subdivision or territory or possession
      thereof or area subject to its jurisdiction) of the Holder or beneficial
      owner of such Securities if (x) such compliance is required or imposed by
      a statute, treaty, regulation, rule, ruling or administrative practice in
      order to make any claim for exemption from, or reduction in the rate of,
      the imposition, withholding or deduction of any Taxes, and (y) at least 60
      days prior to the first payment date with respect to which the Company
      shall apply this clause (iii), the Company shall have notified all the
      Holders of Securities, in writing, that such Holders or beneficial owners
      of the Securities will be required to provide such information or
      documentation;

            (iv) any Taxes imposed on, or withheld or deducted from, payments
      made to a Holder or beneficial owner of the Securities at a rate in excess
      of the 4.9% rate of Tax in effect on the date hereof and uniformly
      applicable in respect of payments made by the Company to all Holders or
      beneficial owners eligible for the benefits of a treaty for the avoidance
      of double taxation to which Mexico is a party without regard to the
      particular circumstances of such Holders or beneficial owners (provided
      that, upon any subsequent increase in the rate of Tax that would be
      applicable to payments to all such Holders or beneficial owners without
      regard to their particular circumstances, such increased rate shall be
      substituted for the 4.9% rate for purposes of this clause (iv)), but only
      to the extent that (x) such Holder or beneficial owner has failed to
      provide on a timely basis, at the reasonable request of the Company
      (subject to the conditions set forth below), information, documentation or
      other evidence concerning whether such Holder or beneficial owner is
      eligible for benefits under a treaty for the avoidance of double taxation
      to which Mexico is a party if necessary to determine the appropriate rate
      of deduction or withholding of Taxes under such treaty or under any
      statute, regulation, rule, ruling or administrative practice, and (y) at
      least 60 days prior to the first payment date with respect to which the
      Company shall make such reasonable request, the Company shall have
      notified the Holders of the Securities, in writing, that such Holders or
      beneficial owners of the Securities will be required to provide such
      information, documentation or other evidence;

            (v) to or on behalf of a Holder of the Securities in respect of
      Taxes that would not have been imposed but for the presentation by such
      Holder for payment on a date more than 15 days after the date on which
      such payment became due and payable or the date on which payment thereof
      is duly provided for and notice thereof given to Holders, whichever occurs
      later, except to the extent that the Holder of such Securities would have
      been entitled to Additional Amounts in respect of such Taxes on presenting
      such Securities for payment on any date during such 15-day period; or

            (vi) any combination of (i), (ii), (iii), (iv) or (v) above (the
      Taxes described in clauses (i) through (vi), for which no Additional
      Amounts are payable, are hereinafter referred to as "Excluded Taxes").

<PAGE>

      Notwithstanding the foregoing, the limitations on the Company's obligation
to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not
apply if (a) the provision of information, documentation or other evidence
described in such clauses (iii) and (iv) would be materially more onerous, in
form, in procedure or in the substance of information disclosed, to a Holder or
beneficial owner of a Note (taking into account any relevant differences between
U.S. and Mexican law, rules, regulations or administrative practice) than
comparable information or other reporting requirements imposed under U.S. tax
law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9)
or (b) Rule 3.23.8 issued by the Secretaria de Hacienda y Credito Publico
(Ministry of Finance and Public Credit), or a substantially similar successor of
such rule is in effect, unless the provision of the information, documentation
or other evidence described in clauses (iii) and (iv) is expressly required by
statute, regulation, rule, ruling or administrative practice in order to apply
Rule 3.23.8 (or a substantially similar successor of such rule), the Company
cannot obtain such information, documentation or other evidence on its own
through reasonable diligence and the Company otherwise would meet the
requirements for application of Rule 3.23.8 (or such other successor of such
rule). In addition, such clauses (iii) and (iv) shall not be construed to
require that a non-Mexican pension or retirement fund or a non-Mexican financial
institution or any other Holder register with the Ministry of Finance and Public
Credit for the purpose of establishing eligibility for an exemption from or
reduction of Mexican withholding tax or to require that a Holder or beneficial
owner certify or provide information concerning whether it is or is not a
tax-exempt pension or retirement fund.

      At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company will be obligated
to pay Additional Amounts with respect to such payment (other than Additional
Amounts payable on the date of the Indenture or Supplemental Indenture relating
to such Securities), the Company will deliver to the relevant Trustee an
Officers' Certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable and will set forth such other information
necessary to enable the relevant Trustee to pay such Additional Amounts to
Holders on the payment date. Whenever either in the Indenture or such
Supplemental Indenture there is mentioned, in any context, the payment of
principal (and premium, if any), Redemption Price, interest or any other amount
payable under or with respect to any Securities, such mention shall be deemed to
include mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

      Optional Redemption. The Company may redeem any of the Notes (the
"Optional Redemption") in whole or in part, at any time or from time to time
prior to their maturity, upon not less than 30 nor more than 60 days prior
notice of the date for such redemption (the "Redemption Date") mailed by
first-class mail to each Holder's registered address, at a redemption price
equal to the greater of (1) 100% of the principal amount of such Notes redeemed
and (2) the sum of the present values of each remaining scheduled payment of
principal and interest thereon (exclusive of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40
basis points (the

<PAGE>

"Make-Whole Amount"), plus in each case accrued and unpaid interest on the
principal amount of the Notes to the Redemption Date.

      "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

      "Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of the selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of the notes.

      "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

      "Comparable Treasury Price" means, with respect to any redemption date (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.

      "Reference Treasury Dealer" means Credit Suisse First Boston LLC or its
affiliates with are primary United States government securities dealers and two
other leading primary United States government securities dealers in New York
City reasonably designated by the Company; provided, however, that if any of the
foregoing shall cease to be a primary United States government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company will substitute
therefor another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 pm New York
time on the third business day preceding such redemption date.

      On an after the Redemption Date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company
defaults in the payment of the redemption price and accrued interest). On or
before the Redemption Date, the Company will deposit with the Trustee money
sufficient to pay the Make-Whole Amount and (unless the redemption date shall be
an interest payment date) accrued interest to the redemption date on the Notes
to be redeemed on such date. If less than all of the Notes

<PAGE>

are to be redeemed, the notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem appropriate.

      The election of the Company to redeem the Notes shall be evidenced by a
certificate (a "Make-Whole Redemption Certificate") of an officer of the
Company, which certificate shall be delivered to the Trustee. The Company shall,
not less than 45 days nor more than 60 days prior to the Redemption Date, notify
the Trustee in writing of such Redemption Date and of all other information
necessary to the giving by the Trustee of notices of the Optional Redemption.
The Trustee shall be entitled to rely conclusively upon the information so
furnished by the Company in the Make-Whole Redemption Certificate and shall be
under no duty to check the accuracy or completeness thereof. Such notice shall
be irrevocable and upon its delivery the Company shall be obligated to make the
payment or payments to the Trustee referred to therein at least two Business
Days prior to such Redemption Date.

      Notice of the Optional Redemption shall be given by the Trustee to the
holders, in accordance with the provisions of Section 106 of the Original
Indenture, upon the mailing by first-class postage prepaid to each holder at the
address of such holder as it appears in the Register not less than 30 days nor
more than 60 days prior to the Redemption Date.

      The notice of Optional Redemption shall state:

            (i) the Redemption Date;

            (ii) the Make-Whole Amount;

            (iii) the sum of all other amounts due to the holders under the
      Notes and this Indenture;

            (iv) that on the Redemption Date the Make-Whole Amount will become
      due and payable upon each such Notes so to be redeemed; and

            (v) the place or places, including the offices of our Paying Agent
      in Luxembourg, where such Securities so to be redeemed are to be
      surrendered for payment of the Make-Whole Amount.

      Notice of the Optional Redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at
the Make-Whole Amount therein specified. Upon surrender of any such Notes for
redemption in accordance with such notice, such Notes shall be paid by the
Paying Agent on behalf of the Company on the Redemption Date; provided that
moneys sufficient therefor have been deposited with the Trustee for the holders.

      Notwithstanding anything to the contrary in this Indenture or in the
Notes, if a Make-Whole Redemption Certificate has been delivered to the Trustee
and the Company shall have paid to the Trustee for the benefit of the holders
(i) the Make-Whole Amount and (ii) all other amounts due to the holders and the
Trustee under the Notes and this Indenture, then neither the holders nor the
Trustee on their behalf shall any longer be

<PAGE>

entitled to exercise any of the rights of the holders under the Notes other than
the rights of the holders to receive payment of such amounts from the Paying
Agent and the occurrence of an Event of Default whether before or after such
payment by the Company to the Trustee for the benefit of the holders shall not
entitle either the holders or the Trustee on their behalf after such payment to
declare the principal of any Notes then outstanding to be due and payable on any
date prior to the Redemption Date. The funds paid to the Trustee shall be used
to redeem the Securities on the Redemption Date.

      Repurchase of Securities upon a Change of Control. The Company must
commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Securities then outstanding, at a
purchase price equal to 101% of the principal amount of the Securities on the
date of repurchase, plus accrued interest (if any) to the date of purchase. The
Company is not required to make an Offer to Purchase following a Change of
Control if a third party makes an Offer to Purchase that would be in compliance
with the provisions described in this Section if it were made by the Company and
such third party purchases (for the consideration referred to in the immediately
preceding sentence) the Securities validly tendered and not withdrawn. Prior to
the mailing of the notice to Holders and publishing such notice to holders in a
daily newspaper of general circulation in Luxembourg commencing such Offer to
Purchase, but in any event within 30 days following any Change of Control, the
Company, covenants to (i) repay in full all indebtedness of the Company that
would prohibit the repurchase of the Securities pursuant to such Offer to
Purchase or (ii) obtain any requisite consents under instruments governing any
such indebtedness of the Company to permit the repurchase of the Securities. The
Company shall first comply with the covenant in the preceding sentence before it
shall be required to repurchase Securities pursuant to this covenant.

      Withholding Tax Redemption. The Securities are subject to redemption
("Withholding Tax Redemption") at any time (a "Withholding Tax Redemption
Date"), as a whole but not in part, at the election of the Company, at a
redemption price equal to 100% of the unpaid principal amount thereof plus
accrued and unpaid interest, if any, to and including the Withholding Tax
Redemption Date (the "Withholding Tax Redemption Price") if, as a result of (i)
any change in or amendment to the laws, rules or regulations of Mexico, or any
political subdivision or taxing authority or other instrumentality thereof or
therein, or (ii) any amendment to or change in the rulings or interpretations
relating to such laws, rules or regulations made by any legislative body, court
or governmental or regulatory agency or authority (including the enactment of
any legislation and the publication of any judicial decision or regulatory
determination) of Mexico, or any political subdivision or taxing authority or
other instrumentality thereof or therein, or (iii) any official interpretation,
application or pronouncement by any legislative body, court or governmental or
regulatory agency or authority that provides for a position with respect to such
laws, rules or regulations that differs from the theretofore generally accepted
position, which amendment or change is enacted, promulgated, issued or announced
or which interpretation, application or pronouncement is issued or announced, in
each case, after the Closing Date, the Company has become or would become
required to pay any Additional Amounts in excess of those attributable to

<PAGE>

Taxes that are imposed, deducted or withheld at a rate of 10% on or from any
payments under the Securities.

      The election of the Company to redeem the Securities shall be evidenced by
a certificate (a "Withholding Tax Redemption Certificate") of a financial
officer of the Company, which certificate shall be delivered to the Trustee. The
Company shall, not less than 30 days nor more than 45 days prior to the
Withholding Tax Redemption Date, notify the Trustee in writing of such
Withholding Tax Redemption Date and of all other information necessary to the
giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee
shall be entitled to rely conclusively upon the information so furnished by the
Company in the Withholding Tax Redemption Certificate and shall be under no duty
to check the accuracy or completeness thereof. Such notice shall be irrevocable
and upon its delivery the Company shall be obligated to make the payment or
payments to the Trustee referred to therein at least two Business Days prior to
such Withholding Tax Redemption Date.

      Notice of Withholding Tax Redemption shall be given by the Trustee to the
holders, in accordance with the provisions of Section 106 of the Original
Indenture, upon the mailing by first-class postage prepaid to each holder at the
address of such holder as it appears in the Register not less than 15 days nor
more than 30 days prior to the Withholding Tax Redemption Date.

      The notice of Withholding Tax Redemption shall state:

            (i) the Withholding Tax Redemption Date;

            (ii) the Withholding Tax Redemption Price;

            (iii) the sum of all other amounts due to the holders under the
      Securities and this Indenture;

            (iv) that on the Withholding Tax Redemption Date the Withholding Tax
      Redemption Price will become due and payable upon each such Security so to
      be redeemed; and

            (v) the place or places, including the offices of our Paying Agent
      in Luxembourg, where such Securities so to be redeemed are to be
      surrendered for payment of the Withholding Tax Redemption Price.

      Notice of Withholding Tax Redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Withholding Tax Redemption Date,
become due and payable at the Withholding Tax Redemption Price therein
specified. Upon surrender of any such Securities for redemption in accordance
with such notice, such Securities shall be paid by the Paying Agent on behalf of
the Company on the Withholding Tax Redemption Date; provided that moneys
sufficient therefor have been deposited with the Trustee for the holders.

<PAGE>

      Notwithstanding anything to the contrary in this Indenture or in the
Securities, if a Withholding Tax Redemption Certificate has been delivered to
the Trustee and the Company shall have paid to the Trustee for the benefit of
the holders (i) the Withholding Tax Redemption Price and (ii) all other amounts
due to the holders and the Trustee under the Securities and this Indenture, then
neither the holders nor the Trustee on their behalf shall any longer be entitled
to exercise any of the rights of the holders under the Securities other than the
rights of the holders to receive payment of such amounts from the Paying Agent
and the occurrence of an Event of Default whether before or after such payment
by the Company to the Trustee for the benefit of the holders shall not entitle
either the holders or the Trustee on their behalf after such payment to declare
the principal of any Securities then outstanding to be due and payable on any
date prior to the Withholding Tax Redemption Date. The funds paid to the Trustee
shall be used to redeem the Securities on the Withholding Tax Redemption Date.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>3
<FILENAME>y09865exv4w13.txt
<DESCRIPTION>EX-4.13: REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.13

                                                                  EXECUTION COPY

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

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 18, 2005

                                      AMONG

                              GRUPO TELEVISA, S.A.

                                       AND

                         CREDIT SUISSE FIRST BOSTON LLC

                          CITIGROUP GLOBAL MARKETS INC.

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

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into this 18th day of March, 2005, among Grupo Televisa, S.A., a limited
liability stock corporation (sociedad anonima) organized under the laws of the
United Mexican States (the "Company"), Credit Suisse First Boston LLC ("CSFB")
and Citigroup Global Markets Inc. ("Citigroup") (collectively, the "Initial
Purchasers").

      This Agreement is made pursuant to the Purchase Agreement, dated March 15,
2005, among the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $400,000,000 principal amount of the Company's 6.625% Senior Notes
due 2025 (the "Securities"). In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1. Definitions.

      As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

      "1933 Act" shall mean the Securities Act of 1933, as amended from time to
time.

      "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

      "Business Day" shall mean a day that is not a Saturday, a Sunday, or a day
on which banking institutions in New York, New York or Luxembourg are authorized
or required to be closed.

      "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

      "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

      "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.

      "Exchange Offer" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2.1 hereof.

      "Exchange Offer Registration" shall mean a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.

<PAGE>

      "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form F-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

      "Exchange Period" shall have the meaning set forth in Section 2.1 hereof.

      "Exchange Securities" shall mean the 8.625% Senior Notes due 2025 issued
by the Company under the Indenture containing terms identical to the Securities
in all material respects (except for references to certain interest rate
provisions, restrictions on transfers and restrictive legends), to be offered to
Holders of Securities in exchange for Registrable Securities pursuant to the
Exchange Offer.

      "Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker- Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

      "Indenture" shall mean the Indenture relating to the Securities dated as
of August 8, 2000, between the Company and The Bank of New York, as Trustee, as
supplemented by the first supplemental indenture dated as of August 8, 2000, the
second supplemental indenture dated as of January 19, 2001, the third
supplemental indenture dated as of September 13, 2001, the fifth supplemental
indenture dated as of March 8, 2002, the fourth supplemental indenture dated as
of March 11, 2002, the sixth supplemental indenture dated as of July 31, 2002
and the seventh supplemental indenture dated of the date hereof in each case,
among the Company, The Bank of New York, as Trustee, Registrar, Paying Agent and
Transfer Agent and Dexia Banque Internationale a Luxembourg S.A., as Luxembourg
Paying Agent and Transfer Agent as the same may be amended, supplemented, waived
or otherwise modified from time to time in accordance with the terms thereof.

      "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; provided that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the Securities
or any (as defined in the Indenture) of the Company shall be disregarded in
determining whether such consent or approval was given by the Holders of such
required percentage amount.

      "Participating Broker-Dealer" shall mean any of CSFB, Citigroup and any
other broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.

                                        2

<PAGE>

      "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

      "Private Exchange" shall have the meaning set forth in Section 2.1 hereof.

      "Private Exchange Securities" shall have the meaning set forth in Section
2.1 hereof.

      "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

      "Purchase Agreement" shall have the meaning set forth in the preamble.

      "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule 144 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding or (iv) the Exchange Offer is consummated (except in
the case of Securities purchased from the Company and continued to be held by
the Initial Purchasers).

      "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of the NASD (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Exchange Securities or Registrable
Securities and any filings with the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the
Company and of the independent public accountants of the Company, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, (vii) the fees and expenses of the Trustee,
and any escrow agent or custodian, (viii) the reasonable expenses of the Initial
Purchasers in connection with the Exchange Offer,

                                        3

<PAGE>

including the reasonable fees and expenses of counsel to the Initial Purchasers
in connection therewith, (ix) the reasonable fees and disbursements of Milbank,
Tweed, Hadley & McCloy LLP, counsel representing the Holders of Shelf
Registrable Securities or Special Counsel and (x) the reasonable fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the fees and expenses of any special experts retained
by the Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

      "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "SAS 72" shall mean Statement on Auditing Standards No. 72.

      "SEC" shall mean the United States Securities and Exchange Commission or
any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

      "Shelf Registrable Securities" shall have the meaning set forth in Section
2.5.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

      "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2.2 of this Agreement which
covers all of the Registrable Securities or all of the Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "Special Counsel" shall have the meaning set forth in Section 3(g)(i).

      "TIA" shall have the meaning set forth in Section 2.1.

      "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

      2. Registration Under the 1933 Act.

      2.1 Exchange Offer. The Company shall, for the benefit of the Holders, at
the Company's cost, (A) use its best efforts to file with the SEC an Exchange
Offer Registration Statement within 90 days on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and delivery
to the Holders, in exchange for the Registrable Securities (other than Private
Exchange Securities), of a like principal amount of Exchange Securities, (B) use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act within 150 days of the Closing Date,
(C) use its best

                                        4

<PAGE>

efforts to keep the Exchange Offer Registration Statement effective until the
closing of the Exchange Offer, (D) use its best efforts to cause the Exchange
Offer to be consummated not later than 180 days following the Closing Date and
(E) for a period of 90 days following the consummation of the exchange offer, to
make available a prospectus meeting the requirements of the Securities Act to
any such participating broker-dealer for use in connection with any resale of
any exchange notes acquired in the exchange offer. The Exchange Securities will
be issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Securities for Exchange Securities (assuming
that such Holder (a) is not an affiliate of the Company within the meaning of
Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, (c) acquired
the Exchange Securities in the ordinary course of such Holder's business and (d)
has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and under state securities or
blue sky laws.

      In connection with the Exchange Offer, the Company shall:

            (a) mail as promptly as practicable to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;

            (b) keep the Exchange Offer open for acceptance for a period of not
less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

            (c) utilize the services of the Depositary for the Exchange Offer;

            (d) permit Holders to withdraw tendered Registrable Securities at
any time prior to the close of business, New York City time, on the last
Business Day of the Exchange Period, by sending to the institution specified in
the notice, a telegram, telex, facsimile transmission or letter setting forth
the name of such Holder, the principal amount of Registrable Securities
delivered for exchange, and a statement that such Holder is withdrawing such
Holder's election to have such Securities exchanged;

            (e) notice each Holder that any Registrable Security not tendered
will remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

            (f) otherwise comply in all material respects with all applicable
laws relating to the Exchange Offer.

      If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Company upon the request of any
Initial Purchaser shall, simultaneously with

                                        5

<PAGE>

the delivery of the Exchange Securities in the Exchange Offer, issue and deliver
to such Initial Purchaser in exchange (the "Private Exchange") for the
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company on a senior basis, that are identical (except that
such securities shall bear appropriate transfer restrictions) to the Exchange
Securities (the "Private Exchange Securities").

      The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA, or is exempt from such qualification and shall provide that the
Exchange Securities shall not be subject to the transfer restrictions set forth
in the Indenture but that the Private Exchange Securities shall be subject to
such transfer restrictions. The Indenture or such indenture shall provide that
the Exchange Securities, the Private Exchange Securities and the Securities
shall vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have
the right to vote or consent as a separate class on any matter. The Private
Exchange Securities shall be of the same series as the Exchange Securities.

      As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:

            (i) accept for exchange all Registrable Securities duly tendered and
      not validly withdrawn pursuant to the Exchange Offer in accordance with
      the terms of the Exchange Offer Registration Statement and the letter of
      transmittal which shall be an exhibit thereto;

            (ii) accept for exchange all Securities properly tendered and not
      validly withdrawn pursuant to the Private Exchange;

            (iii) deliver, or cause to be delivered, to the Trustee for
      cancellation all Registrable Securities so accepted for exchange; and

            (iv) cause the Trustee promptly to authenticate and deliver Exchange
      Securities or Private Exchange Securities, as the case may be, to each
      Holder of Registrable Securities so accepted for exchange in a principal
      amount equal to the principal amount of the Registrable Securities of such
      Holder so accepted for exchange.

      Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the valid tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the

                                        6

<PAGE>

distribution (within the meaning of the 1933 Act) of the Exchange Securities and
shall have made such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to render the use of Form
F-4 or other appropriate form under the 1933 Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or by
or before any governmental agency with respect to the Exchange Offer or the
Private Exchange which, in the Company's judgment, would reasonably be expected
to impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

      Upon consummation of the Exchange Offer in accordance with this Agreement,
the Company shall have no further obligation to register the Registrable
Securities pursuant to Section 2.2 of this Agreement.

      2.2 Shelf Registration. (i) If, because of any changes in law, SEC rules
or regulations or applicable interpretations thereof by the staff of the SEC,
the Company determines after consultation with its outside counsel that it is
not permitted to effect the Exchange Offer as contemplated by Section 2.1
hereof, (ii) if for any other reason (A) the Exchange Offer Registration
Statement is not declared effective within 150 days following the original issue
of the Registrable Securities or (B) the Exchange Offer is not consummated
within 180 days after the original issue of the Registrable Securities, (iii)
upon the request of any of the Initial Purchasers holding Private Exchange
Securities with respect to Registrable Securities that are not eligible for
Exchange Securities in the Exchange Offer or if the Initial Purchasers do not
receive freely tradable Exchange Securities in the Exchange Offer or (iv) upon
notice of any Holder (other than an Initial Purchaser) given to the Company in
writing within 30 days after the commencement of the Exchange Offer that (A) due
to a change in law or SEC policy it is not entitled to participate in the
Exchange Offer, (B) due to a change in law or SEC policy it may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) it is a brokerdealer and owns Registrable Securities acquired
directly from the Company or an affiliate of the Company, then in case of each
of clauses (i) through (iv) the Company shall, at its cost:

            (a) As promptly as practicable, file with the SEC, and thereafter
shall use its reasonable best efforts to cause to be declared effective as
promptly as practicable but no later than 180 days after the original issue of
the Registrable Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.

            (b) Use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the original
issue of the Registrable Securities, or for such shorter period that will
terminate when all Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or cease
to be

                                        7

<PAGE>

outstanding or otherwise to be Registrable Securities (the "Effectiveness
Period"); provided, however, that the Effectiveness Period in respect of the
Shelf Registration Statement shall be extended up to a maximum of 90 days if
necessary to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the 1933 Act and as otherwise provided herein.

            (c) Notwithstanding any other provisions hereof, use its reasonable
best efforts to ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any supplement
thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement, and any supplement to such
Prospectus (as amended or supplemented from time to time), does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements, in light of the circumstances under which they
were made, not misleading.

      The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly as
reasonably practicable after its being used or filed with the SEC.

      2.3 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

      2.4 Effectiveness.

            (a) The Company will be deemed not to have used its reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company voluntarily takes any action that
would, or omits to take any action which omission would, result in any such
Registration Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to exchange or offer and
sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless (i) such action is required by applicable law, or
(ii) such action is taken by the Company in good faith and for valid business
reasons (not including avoidance of the Company's obligations hereunder),
including the acquisition or divestiture of assets, so long as the Company
promptly thereafter complies with the requirements of Section 3(k) hereof, if
applicable.

            (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer

                                        8

<PAGE>

Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

      2.5 Interest. The Indenture executed in connection with the Securities
will provide that in the event that either (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 90 calendar day
following the date of original issue of the Securities, (b) the Exchange Offer
Registration Statement has not been declared effective on or prior to the 150
calendar day following the date of original issue of the Securities or (c) the
Exchange Offer is not consummated or, if required, a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 180th
calendar day following the date of original issue of the Securities (each such
event referred to in clauses (a) through (c) above, a "Registration Default"),
the interest rate borne by the Securities shall be increased ("Additional
Interest") by one-quarter of one percent (0.25%) per annum upon the occurrence
of each Registration Default, which rate will increase by one quarter of one
percent (0.25%) at the beginning of each 90-day period (or portion thereof) that
such Additional Interest continues to accrue under any such circumstance,
provided that the maximum aggregate increase in the interest rate will in no
event exceed one percent (1%) per annum provided, however, that no Additional
Interest shall be payable if the Exchange Offer Registration Statement is not
filed or declared effective or the Exchange Offer is not consummated on account
of the reasons set forth in clause (i) of the first paragraph of this Section
2.2 (it being understood, however, that in any such case the Company shall be
obligated to file a Shelf Registration Statement and Additional Interest shall
be payable if the Shelf Registration Statement is not declared effective in
accordance with clause (c)), that no Additional Interest shall be payable if the
Shelf Registration Statement is not declared effective as set forth above
because the request under clause (iii) of Section 2.2 or notice under clause
(iv) of such paragraph was not made on a timely basis; and provided, further,
that Additional Interest shall only be payable in case the Shelf Registration
Statement is not declared effective as aforesaid. Immediately following the cure
of a Registration Default, the accrual of Additional Interest with respect to
that particular Registration Default will cease. Immediately following the cure
of all Registration Defaults or the date on which the Exchange Securities are
saleable pursuant to Rule 144(k) under the 1933 Act or any successor provision,
the accrual of Additional Interest will cease and the interest rate will revert
to the original rate.

      If the Shelf Registration Statement is declared effective but becomes
unusable by the Holders of Registrable Securities covered by such Shelf
Registration Statement ("Shelf Registrable Securities") for any reason, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 30 days in the
aggregate, then the interest rate borne by the Shelf Registrable Securities will
be increased by 0.25% per annum of the principal amount of the Securities for
the first 90-day period (or portion thereof) beginning on the 31st such day that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period; provided that the
maximum aggregate increase in the interest rate as a result of a Shelf
Registration Statement being unusable (inclusive of any interest that accrues on
such Shelf Registrable

                                       9

<PAGE>

Securities pursuant to the first paragraph of this Section 2.5) will in no event
exceed one percent (1%) per annum. Upon the Shelf Registration Statement once
again becoming usable, the interest rate borne by the Shelf Registrable
Securities will be reduced to the original interest rate. Additional Interest
shall be computed based on the actual number of days elapsed in each 90-day
period in which the Shelf Registration Statement is unusable.

      The Company shall notify the Trustee within five business days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an "Event Date"). Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities entitled to receive the interest payment, on or before
the applicable semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.

      2.6 Luxembourg Stock Exchange. The Company shall, for the benefit of the
Holders, use its best efforts to (A) file an application to list the Exchange
Securities and the Shelf Registrable Securities, if any, on the Luxembourg Stock
Exchange; (B) inform the Luxembourg Stock Exchange and cause notice to be
published in a daily newspaper of general circulation in Luxembourg prior to
commencing the Exchange Offer or the Shelf Registration; (C) provide to the
Luxembourg Stock Exchange documents relating to the Exchange Offer or Shelf
Registration and consummate the exchange at the office of Dexia Banque
Internationale a Luxembourg S.A., the paying and transfer agent in Luxembourg,
at 69 route d'Esch, L-2953 Luxembourg, and (D) provide the results of the
Exchange Offer or the Shelf Registration, including any increase in the interest
rate, to the Luxembourg Stock Exchange and cause such results to be published in
a daily newspaper of general circulation in Luxembourg.

      3. Registration Procedures.

      In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

            (a) prepare and file with the SEC a Registration Statement, within
the relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in
the case of a Shelf Registration, be available for the sale of the Shelf
Registrable Securities by the selling Holders thereof, and (iii) shall comply as
to form in all material respects with the requirements of the applicable form
and include or incorporate by reference all financial statements required by the
SEC to be filed therewith or incorporated by reference therein;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply

                                       10

<PAGE>

with the provisions of the 1933 Act, the 1934 Act and the rules and regulations
thereunder applicable to them with respect to the disposition of all securities
covered by each Registration Statement during the applicable period in
accordance in the case of a Shelf Registration with the intended method or
methods of distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer);

            (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities, in accordance with applicable law, in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

            (d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such Holder
and underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) take any action which would subject it
to general service of process or taxation in any such jurisdiction where it is
not then so subject, or (iii) conform its capitalization or the composition of
its assets at the time to the securities or blue sky laws of such jurisdiction;

            (e) notify promptly each Holder of Registrable Securities under a
Shelf Registration or any Participating Broker-Dealer who has notified the
Company that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and

                                       11

<PAGE>

warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all material respects, (v) of the happening of
any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus
in order to make the statements therein not misleading, (vi) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities or the Exchange Securities, as the
case may be, for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose and (vii) of any determination by the Company
that a post-effective amendment to such Registration Statement would be
appropriate;

            (f) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to CSFB and Citigroup
on behalf of the Participating Broker-Dealers, and which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that holds
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the reasonable judgment of CSFB and Citigroup on
behalf of the Participating Broker-Dealers and its counsel, represent the
prevailing views of the staff of the SEC, including a statement that any such
broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to in Section
3(e), without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (iii) hereby consent to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:

            "If the exchange offeree is a broker-dealer holding Registrable
            Securities acquired for its own account as a result of market-making
            activities or other trading activities, it will deliver a prospectus
            meeting the requirements of the 1933 Act in connection with any
            resale of Exchange Securities received in respect of such
            Registrable Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable

                                       12

<PAGE>

Securities, the broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the 1933 Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
the Company agrees to deliver to CSFB and Citigroup on behalf of the
Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement officers' certificates substantially in the form
customarily delivered in a public offering of debt securities and (iii) a
comfort letter or comfort letters in customary form to the extent permitted by
SAS 72 (or if such a comfort letter is not permitted by SAS 72, an agreed upon
procedures letter in customary form) from the Company's independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements are, or are required to be, included in
the Registration Statement) at least as broad in scope and coverage as the
comfort letter or comfort letters delivered to the Initial Purchasers in
connection with the initial sale of the Securities to the Initial Purchasers;

            (g) (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
Milbank, Tweed, Hadley & McCloy LLP, as special counsel for the Holders of Shelf
Registrable Securities (or, if Milbank, Tweed, Hadley & McCloy LLP is unable or
unwilling to serve, such other special counsel (but not more than one) as may be
selected by the Holders of a majority in principal amount of such Shelf
Registrable Securities ("Special Counsel")), copies of comment letters received
from the SEC or any other request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for
additional information;

            (h) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment;

            (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested in writing);

            (j) in the case of a Shelf Registration, cooperate with the selling
Holders of Shelf Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Shelf Registrable Securities to be sold
and not bearing any restrictive legends; and enable such Shelf Registrable
Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders or the
underwriters, if any, may reasonably request at least three business days prior
to the closing of any sale of Shelf Registrable Shelf Securities;

            (k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections 3(e)(v)
and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use its best efforts to prepare a supplement or post-effective amendment
to the Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as

                                       13

<PAGE>

thereafter delivered to the purchasers of the Shelf Registrable Securities or
Participating Broker- Dealers, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to finish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request and the Initial Purchasers, on their own behalf
and on behalf of subsequent holders, hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented to correct such
misstatement or omission;

            (l) obtain a CUSIP number for all Exchange Securities, Private
Exchange Securities or Registrable Securities, as the case may be, not later
than the effective date of a Registration Statement, and provide the Trustee
with printed certificates for the Exchange Securities, Private Exchange
Securities or the Registrable Securities, as the case may be, in a form eligible
for deposit with the Depositary;

            (m) (i) cause the Indenture to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA and (iii) execute, and
use its best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

            (n) in the case of a Shelf Registration, enter into customary
agreements (including underwriting agreements) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of such
Shelf Registrable Securities and in such connection whether or not an
underwriting agreement is entered into and whether or not the registration is an
underwritten registration:

            (i) make such representations and warranties to the Holders of such
      Shelf Registrable Securities and the underwriters, if any, in form,
      substance and scope as are customarily made by issuers to underwriters in
      similar underwritten offerings as may be reasonably requested by them;

            (ii) obtain opinions of United States and Mexican counsel to the
      Company and updates thereof (which counsel and opinions (in form, scope
      and substance) shall be reasonably satisfactory to the managing
      underwriters, if any, and the holders of a majority in principal amount of
      the Shelf Registrable Securities being sold) addressed to each selling
      Holder and the underwriters, if any, covering the matters set forth in
      Exhibit A with such customary exceptions and qualifications as contained
      in the opinions delivered pursuant to the Purchase Agreement and such
      other matters customarily covered in opinions requested in sales of
      securities or underwritten offerings and such other matters as may be
      reasonably requested by such Holders and underwriters;

                                       14

<PAGE>

            (iii) obtain "cold comfort" letters and updates thereof from the
      Company's independent certified public accountants (and, if necessary, any
      other independent certified public accountants of any subsidiary of the
      Company or of any business acquired by the Company for which financial
      statements are, or are required to be, included in the Registration
      Statement) addressed to the underwriters, if any, and, if there are no
      underwriters, use reasonable efforts to have such letter addressed to the
      selling Holders of Shelf Registrable Securities (to the extent consistent
      with SAS 72), such letters to be in customary form and covering matters of
      the type customarily covered in "cold comfort" letters to underwriters in
      connection with similar underwritten offerings;

            (iv) if so requested by the Majority Holders, enter into a
      securities sales agreement with the Holders and an agent of the Holders
      providing for, among other things, the appointment of such agent for the
      selling Holders for the purpose of soliciting purchases of Shelf
      Registrable Securities, which agreement shall be in form, substance and
      scope customary for similar offerings;

            (v) if an underwriting agreement is entered into, cause the same to
      set forth indemnification provisions and procedures substantially
      equivalent to the indemnification provisions and procedures set forth in
      Section 4 hereof with respect to the underwriters and all other parties to
      be indemnified pursuant to said Section or, at the request of any
      underwriters, in the form customarily provided to such underwriters in
      similar types of transactions; provided that such underwriting agreement
      shall contain customary provisions regarding indemnification of the
      Company with respect to information provided by the underwriter; and

            (vi) deliver such documents and certificates as may be reasonably
      requested and as are customarily delivered in similar offerings to the
      Holders of a majority in principal amount of the Shelf Registrable
      Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

            (o) in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders
of the Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer, any
Special Counsel or any accountant retained by any of the foregoing, all
financial and other records, pertinent corporate documents and properties of the
Company reasonably requested by any such persons, and cause the respective
officers, directors, employees, and any other agents of the Company to supply
all information reasonably requested by any such representative, underwriter,
Special Counsel or accountant in connection with a Registration Statement, and
make such representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers, provided,
however that such records, documents or information which the Company identifies
as being confidential shall not be disclosed by the representative, Holder,
attorney or accountant unless (i) the

                                       15

<PAGE>

disclosure of such records, documents or information is necessary to avoid or
correct a misstatement or omission in a Registration Statement, (ii) the release
of such records, documents or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or as part of the evidentiary
procedures of a court of competent jurisdiction; or (iii) such records,
documents or information have previously been generally made available to the
public.

            (p) (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to Milbank, Tweed,
Hadley & McCloy LLP, as counsel to the Holders of Registrable Securities, and
make such changes in any such document prior to the filing thereof as the
Initial Purchasers or such counsel to the Holders of Registrable Securities may
reasonably request and, except as otherwise required by applicable law, not file
any such document in a form to which the Initial Purchasers on behalf of the
Holders of Registrable Securities and such counsel to the Holders of Registrable
Securities shall not have previously been advised and furnished a copy of or to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
or such counsel to the Holders of Registrable Securities shall reasonably
object, and make the representatives of the Company available for discussion of
such documents as shall be reasonably requested by the Initial Purchasers; and

                  (ii) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Shelf Registrable Securities, to the Initial Purchasers, to Special Counsel and
to the underwriter or underwriters of an underwritten offering of Shelf
Registrable Securities, if any, make such changes in any such document prior to
the filing thereof as the Initial Purchasers, Special Counsel or the underwriter
or underwriters reasonably request and not file any such document in a form to
which the Majority Holders of Shelf Registrable Securities, the Initial
Purchasers on behalf of the Holders of Registrable Securities, Special Counsel
or any underwriter shall not have previously been advised and furnished a copy
of or to which such Majority Holders, the Initial Purchasers of behalf of the
Holders of Registrable Securities, Special Counsel or any underwriter shall
reasonably object, and make the representatives of the Company available for
discussion of such document as shall be reasonably requested by the Holders of
Registrable Securities, the Initial Purchasers on behalf of such Holders,
Special Counsel or any underwriter.

            (q) in the case of a Shelf Registration, use its best efforts to
cause all Exchange Securities and Shelf Registrable Securities to be listed on
any securities exchange on which similar debt securities issued by the Company
are then listed if requested by the Majority Holders or if requested by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any;

            (r) in the case of a Shelf Registration, use its reasonable best
efforts to cause the Shelf Registrable Securities to be rated by two nationally
recognized statistical rating agencies, if

                                       16

<PAGE>

so requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

            (s) otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

            (t) cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

            (u) upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or Private Exchange, and which includes an opinion that (i) the
Company has duly authorized, executed and delivered the Exchange Securities
and/or Private Exchange Securities, as applicable, and the related indenture,
and (ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its respective terms (with customary exceptions).

      In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Shelf Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Shelf Registrable Securities as the Company may from time to time
reasonably request in writing for use in connection with any Shelf Registration
Statement or Prospectus included therein, including without limitation,
information specified in Item 507 of Regulation S-K under the 1933 Act.

      In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such Shelf
Registrable Securities current at the time of receipt of such notice.

      During any 365-day period, the Company, upon notice to the Holders, may
suspend the availability of such Registration Statement for up to two periods of
up to 45 consecutive days (except for the consecutive 45-day period immediately
prior to the maturity of the Securities), but not more than an aggregate of 60
days during any 365-day period, if the Company's Board of Directors determines
in good faith that there is a valid purpose for the suspension.

                                       17

<PAGE>

      If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering, provided such selection is acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

      4. Indemnification; Contribution.

            (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

            (i) against any and all loss, liability, claim, damage and expense,
      as incurred, arising out of any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement (or
      any amendment or supplement thereto) pursuant to which Exchange Securities
      or Registrable Securities were registered under the 1933 Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or
      arising out of any untrue statement or alleged untrue statement of a
      material fact contained in any Prospectus (or any amendment or supplement
      thereto) or the omission or alleged omission therefrom of a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

            (ii) against any and all loss, liability, claim, damage and expense,
      as incurred, to the extent of the aggregate amount paid in settlement of
      any litigation, or any investigation or proceeding by any governmental
      agency or body, commenced or threatened, or of any claim based upon any
      such untrue statement or omission, or any such alleged untrue statement or
      omission; provided that (subject to Section 4(d) below) any such
      settlement is effected with the written consent of the Company; and

            (iii) against any and all expense, as incurred (including the fees
      and disbursements of counsel chosen by any indemnified party as provided
      therein), reasonably incurred in investigating or defending against any
      litigation, or any investigation or proceeding by any governmental agency
      or body, commenced or threatened, or any claim based upon any such untrue
      statement or omission, or any such alleged untrue statement or omission,
      to the extent that any such expense is not paid under subparagraph (i) or
      (ii) above;

                                       18

<PAGE>

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Holder or Underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto),
and provided further, that the Company shall not indemnify any Underwriter or
any person who controls such Underwriter from any loss, liability, claim or
damage (or expense incurred in connection therewith) alleged by any person who
purchased Exchange Securities or Registrable Securities from such Underwriter if
the untrue statement, omission or allegation thereof upon which such loss,
liability, claim or damage is based was made in (i) any preliminary prospectus,
if a copy of the Prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Underwriter to such person at or prior to the
written confirmation of the sale of Exchange Securities or Registrable
Securities to such person, and if the Prospectus (as so amended or supplemented)
corrected the untrue statement or omission giving rise to such loss, claim,
damage or liability; (ii) any Prospectus used by such Underwriter or any person
who controls such Underwriter, after such time as the Company advised the
Underwriters that the filing of a post-effective amendment or supplement thereto
was required, except the Prospectus as so amended or supplemented, if the
Prospectus as amended or supplemented by such post-effective amendment or
supplement would not have given rise to such loss, liability, claim or damage;
or (iii) any Prospectus used after such time as the obligation of the Company to
keep the same current and effective has expired.

            (b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

            (c) Each indemnified party shall give written notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, and
the indemnifying party shall assume the defense thereof, including the
employment of counsel satisfactory to the indemnified party, and the payment of
all expenses. Any omission to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. Any such indemnified party shall

                                       19

<PAGE>

have the right to employ separate counsel in any such action or proceeding and
to participate in the defense thereof, but the fees and expenses of such
separate counsel shall be paid by such indemnified party unless (a) the
indemnifying party has agreed to pay such fees and expenses or (b) the
indemnifying party shall have failed to assume the defense of such action or
proceeding and employ counsel reasonably satisfactory to the indemnified party
in any such action or proceeding within a reasonable time or (c) the named
parties to any such action or proceeding (including any impleaded parties)
include both such indemnified party and indemnifying party, and the indemnified
party shall have been advised by its counsel that there may be a conflict of
interest between such indemnified party and indemnifying party in the conduct of
the defense of such action (in which case, if such indemnified party notifies
the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of such
indemnified party), it being understood, however, that the indemnifying party
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (unless the members of such
firm are not admitted to practice in a jurisdiction where an action is pending,
in which case the indemnifying party shall pay the reasonable fees and expenses
of one additional firm of attorneys to act as local counsel in such
jurisdiction, provided the services of such counsel are substantially limited to
that of appearing as attorneys of record) at any time for all indemnified
parties, which firm shall be designated in writing by the indemnified party. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 4 (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

            (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement unless the
indemnifying party in good faith shall be contesting the reasonableness of such
fees and expenses (but only to the extent so contested) or the entitlement of
the indemnified party to indemnification under the terms of this Section 4.

            (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to hold harmless an indemnified party (other than by reason
of the first sentence of Section 4(c)) in respect of any losses, liabilities,

                                       20

<PAGE>

claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Holders and the Initial Purchasers on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

      The relative fault of the Company on the one hand and the Holders and the
Initial Purchasers on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, the Holders or the Initial Purchasers and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

      The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities purchased and sold by it were offered
exceeds the amount of any damages which such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

      No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each Person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 4 are
several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule A to the Purchase Agreement and not joint.

      5. Miscellaneous.

      5.1 Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the

                                       21

<PAGE>

reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d)
of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If
the Company ceases to be so required to file such reports, the Company covenants
that it will upon the request of any Holder of Registrable Securities (a) make
publicly available such information as is necessary to permit sales pursuant to
Rule 144 under the 1933 Act, (b) deliver such information to a prospective
purchaser as is necessary under applicable rules and regulations to permit sales
pursuant to Rule 144A under the 1933 Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Securities, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements. The Company's obligations under
this Section 5.1 shall terminate upon the later of the consummation of the
Exchange Offer and the Effectiveness Period.

      5.2 No Inconsistent Agreements. The Company has not entered into and the
Company will not after the date of this Agreement enter into any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not and will not for the term of this
Agreement in any way conflict with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

      5.3 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure.

      5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (a)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
5.4, which address initially is the address set forth in the Purchase Agreement
with respect to the Initial Purchasers; and (b) if to the Company, initially at
the Company's address set forth in the Purchase Agreement, and thereafter at
such other address of which notice is given in accordance with the provisions of
this Section 5.4.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

                                       22

<PAGE>

      Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

      5.5 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

      5.6 Third Party Beneficiaries. The Initial Purchasers (even if the Initial
Purchasers are not Holders of Registrable Securities) shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder. Each
Holder of Registrable Securities shall be a third party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder.

      5.7 Specific Enforcement. Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Sections 2.1 through 2.4 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 2.1 through 2.4 hereof.

      5.8 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      5.9 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       23

<PAGE>

      5.10 GOVERNING LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS THEREOF.

            (b) Each of the Initial Purchasers and the Company irrevocably
consents and agrees that any legal action, suit or proceeding against it with
respect to its obligations, liabilities or any other matter arising out of or
based on this Agreement may be brought in any United States federal or state
court in the State of New York, County of New York.

            (c) The Company designates, appoints, and empowers CT Corporation
System with offices currently at 111 Eighth Avenue, New York, New York 10011, as
its designee, appointee and agent to receive and accept for and on its behalf,
and its properties, assets and revenues, service of any and all legal process,
summons, notices and documents that may be served in any action, suit or
proceeding brought against the Company in any such United States federal or
state court with respect to its obligations, liabilities or any other matter
arising out of or in connection with this Agreement, the Purchase Agreement and
the Indenture and that may be made on such designee, appointee and agent in
accordance with legal procedures prescribed for such courts. If for any reason
such designee, appointee and agent hereunder shall cease to be available to act
as such, the Company agrees to designate a new designee, appointee and agent in
The City of New York on the terms and for the purposes of this Section 5
reasonably satisfactory to the Majority Holders. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any such action, suit or proceeding against
the Company by serving a copy thereof upon the relevant agent for service of
process referred to in this Section 5.10 (whether or not the appointment of such
agent shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service). The Company agrees that the failure of any such
designee, appointee and agent to give any notice of such service to them shall
not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon. Each of the parties
irrevocably and unconditionally waives, to the fullest extent permitted by law,
any objection that they may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection
with this Agreement, the Purchase Agreement and the Indenture brought in the
federal courts located in The City of New York or the courts of the State of New
York located in The County of New York and hereby further irrevocably and
unconditionally waives and agrees, to the fullest extent permitted by law, not
to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

      5.11 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       24

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          GRUPO TELEVISA, S.A.

                                          By: /s/ Alfonso de Angoitia Noriega
                                              ----------------------------------
                                              Name: Alfonso de Angoitia Noriega
                                              Title: Executive Vice President

                                          By: /s/ Salvi Folch Viadero
                                              ----------------------------------
                                              Name: Salvi Folch Viadero
                                              Title: Chief Financial Officer

<PAGE>

CONFIRMED AND ACCEPTED
as of the date first above written:

CREDIT SUISSE FIRST BOSTON LLC

By: /s/ Michael Cummings
    ----------------------
    Authorized Signatory

CITIGROUP GLOBAL MARKETS INC.

By: /s/ D. Blake Haider
    ----------------------
    Authorized Signatory

For itself and the other Initial Purchasers set forth above.

                                      S-2

                Signature Page to Registration Rights Agreement
<PAGE>

                                                                       Exhibit A

      The Exchange Offer Registration Statement, as of its effective date, and
the Prospectus, as of the date hereof (except as to (x) the financial
statements, notes and schedules thereto and other financial data contained or
incorporated by reference therein, and (y) the Form T-1, as to which such
counsel need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act*. In passing upon the form of such documents, we
have necessarily assumed the correctness and completeness of the statements made
or included therein by the Company and take no responsibility for the accuracy,
completeness or fairness of the statements contained therein except insofar as
such statements related to the description of the Exchange Securities and the
Indenture or relate to us. However, in connection with our examination of the
Registration Statement and the Prospectus, we have had conferences with certain
officers and other representatives of the Company, and our examination of the
Registration Statement and the Prospectus and our discussions in such
conferences did not disclose to us any information which gave us reason to
believe that either the Registration Statement, as of its effective date, or the
Prospectus, as of the date hereof (except as to (x) the financial statements,
notes and schedules thereto and other financial data contained or incorporated
by reference therein, as to which such counsel need express no opinion),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which they were
made) not misleading.

- ----------
*     To be provided only by United States counsel.

                                       A-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>4
<FILENAME>y09865exv4w14.txt
<DESCRIPTION>EX-4.14: REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.14

                                                                  EXECUTION COPY

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

                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF MAY 26, 2005

                                      AMONG

                              GRUPO TELEVISA, S.A.

                                       AND

                         CREDIT SUISSE FIRST BOSTON LLC

                          CITIGROUP GLOBAL MARKETS INC.

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

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into this 26th day of May, 2005, among Grupo Televisa, S.A., a limited liability
stock corporation (sociedad anonima) organized under the laws of the United
Mexican States (the "Company"), Credit Suisse First Boston LLC ("CSFB") and
Citigroup Global Markets Inc. ("Citigroup") (collectively, the "Initial
Purchasers").

      This Agreement is made pursuant to the Purchase Agreement, dated May 23,
2005, among the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $200,000,000 principal amount of the Company's 6.625% Senior Notes
due 2025 (the "Securities"). In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1. Definitions.

      As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

      "1933 Act" shall mean the Securities Act of 1933, as amended from time to
time.

      "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

      "Business Day" shall mean a day that is not a Saturday, a Sunday, or a day
on which banking institutions in New York, New York or Luxembourg are authorized
or required to be closed.

      "Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

      "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

      "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in The City of New York.

      "Exchange Offer" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2.1 hereof.

      "Exchange Offer Registration" shall mean a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.

<PAGE>

      "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form F-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

      "Exchange Period" shall have the meaning set forth in Section 2.1 hereof.

      "Exchange Securities" shall mean the 8.625% Senior Notes due 2025 issued
by the Company under the Indenture containing terms identical to the Securities
in all material respects (except for references to certain interest rate
provisions, restrictions on transfers and restrictive legends), to be offered to
Holders of Securities in exchange for Registrable Securities pursuant to the
Exchange Offer.

      "Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker- Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

      "Indenture" shall mean the Indenture relating to the Securities dated as
of August 8, 2000, between the Company and The Bank of New York, as Trustee, as
supplemented by the first supplemental indenture dated as of August 8, 2000, the
second supplemental indenture dated as of January 19, 2001, the third
supplemental indenture dated as of September 13, 2001, the fifth supplemental
indenture dated as of March 8, 2002, the fourth supplemental indenture dated as
of March 11, 2002, the sixth supplemental indenture dated as of July 31, 2002,
the seventh supplemental indenture dated as of March 18, 2005 and the eighth
supplemental indenture dated as of the date hereof, among the Company, The Bank
of New York, as Trustee, Registrar, Paying Agent and Transfer Agent and Dexia
Banque Internationale a Luxembourg S.A., as Luxembourg Paying Agent and Transfer
Agent as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.

      "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; provided that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the Securities
or any (as defined in the Indenture) of the Company shall be disregarded in
determining whether such consent or approval was given by the Holders of such
required percentage amount.

      "Participating Broker-Dealer" shall mean any of CSFB, Citigroup and any
other broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.

                                       2

<PAGE>

      "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

      "Private Exchange" shall have the meaning set forth in Section 2.1 hereof.

      "Private Exchange Securities" shall have the meaning set forth in Section
2.1 hereof.

      "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

      "Purchase Agreement" shall have the meaning set forth in the preamble.

      "Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule 144 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding or (iv) the Exchange Offer is consummated (except in
the case of Securities purchased from the Company and continued to be held by
the Initial Purchasers).

      "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of the NASD (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Exchange Securities or Registrable
Securities and any filings with the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the
Company and of the independent public accountants of the Company, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, (vii) the fees and expenses of the Trustee,
and any escrow agent or custodian, (viii) the reasonable expenses of the Initial
Purchasers in connection with the Exchange Offer,

                                       3

<PAGE>

including the reasonable fees and expenses of counsel to the Initial Purchasers
in connection therewith, (ix) the reasonable fees and disbursements of Milbank,
Tweed, Hadley & McCloy LLP, counsel representing the Holders of Shelf
Registrable Securities or Special Counsel and (x) the reasonable fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the fees and expenses of any special experts retained
by the Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

      "Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "SAS 72" shall mean Statement on Auditing Standards No. 72.

      "SEC" shall mean the United States Securities and Exchange Commission or
any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

      "Shelf Registrable Securities" shall have the meaning set forth in Section
2.5.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

      "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2.2 of this Agreement which
covers all of the Registrable Securities or all of the Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

      "Special Counsel" shall have the meaning set forth in Section 3(g)(i).

      "TIA" shall have the meaning set forth in Section 2.1.

      "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

      2. Registration Under the 1933 Act.

      2.1 Exchange Offer. The Company shall, for the benefit of the Holders, at
the Company's cost, (A) use its best efforts to file with the SEC an Exchange
Offer Registration Statement within 90 days on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and delivery
to the Holders, in exchange for the Registrable Securities (other than Private
Exchange Securities), of a like principal amount of Exchange Securities, (B) use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to be declared effective under the 1933 Act within 150 days of the Closing Date,
(C) use its best

                                       4

<PAGE>

efforts to keep the Exchange Offer Registration Statement effective until the
closing of the Exchange Offer, (D) use its best efforts to cause the Exchange
Offer to be consummated not later than 180 days following the Closing Date and
(E) for a period of 90 days following the consummation of the exchange offer, to
make available a prospectus meeting the requirements of the Securities Act to
any such participating broker-dealer for use in connection with any resale of
any exchange notes acquired in the exchange offer. The Exchange Securities will
be issued under the Indenture. Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Exchange Offer,
it being the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Securities for Exchange Securities (assuming
that such Holder (a) is not an affiliate of the Company within the meaning of
Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, (c) acquired
the Exchange Securities in the ordinary course of such Holder's business and (d)
has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any
limitations or restrictions under the 1933 Act and under state securities or
blue sky laws.

      In connection with the Exchange Offer, the Company shall:

            (a) mail as promptly as practicable to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;

            (b) keep the Exchange Offer open for acceptance for a period of not
less than 20 Business Days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

            (c) utilize the services of the Depositary for the Exchange Offer;

            (d) permit Holders to withdraw tendered Registrable Securities at
any time prior to the close of business, New York City time, on the last
Business Day of the Exchange Period, by sending to the institution specified in
the notice, a telegram, telex, facsimile transmission or letter setting forth
the name of such Holder, the principal amount of Registrable Securities
delivered for exchange, and a statement that such Holder is withdrawing such
Holder's election to have such Securities exchanged;

            (e) notice each Holder that any Registrable Security not tendered
will remain outstanding and continue to accrue interest, but will not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

            (f) otherwise comply in all material respects with all applicable
laws relating to the Exchange Offer.

      If, prior to consummation of the Exchange Offer, the Initial Purchasers
holds any Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Company upon the request of any
Initial Purchaser shall, simultaneously with

                                       5

<PAGE>

the delivery of the Exchange Securities in the Exchange Offer, issue and deliver
to such Initial Purchaser in exchange (the "Private Exchange") for the
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company on a senior basis, that are identical (except that
such securities shall bear appropriate transfer restrictions) to the Exchange
Securities (the "Private Exchange Securities").

      The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA, or is exempt from such qualification and shall provide that the
Exchange Securities shall not be subject to the transfer restrictions set forth
in the Indenture but that the Private Exchange Securities shall be subject to
such transfer restrictions. The Indenture or such indenture shall provide that
the Exchange Securities, the Private Exchange Securities and the Securities
shall vote and consent together on all matters as one class and that none of the
Exchange Securities, the Private Exchange Securities or the Securities will have
the right to vote or consent as a separate class on any matter. The Private
Exchange Securities shall be of the same series as the Exchange Securities.

      As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:

            (i) accept for exchange all Registrable Securities duly tendered and
      not validly withdrawn pursuant to the Exchange Offer in accordance with
      the terms of the Exchange Offer Registration Statement and the letter of
      transmittal which shall be an exhibit thereto;

            (ii) accept for exchange all Securities properly tendered and not
      validly withdrawn pursuant to the Private Exchange;

            (iii) deliver, or cause to be delivered, to the Trustee for
      cancellation all Registrable Securities so accepted for exchange; and

            (iv) cause the Trustee promptly to authenticate and deliver Exchange
      Securities or Private Exchange Securities, as the case may be, to each
      Holder of Registrable Securities so accepted for exchange in a principal
      amount equal to the principal amount of the Registrable Securities of such
      Holder so accepted for exchange.

      Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the valid tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the

                                       6

<PAGE>

distribution (within the meaning of the 1933 Act) of the Exchange Securities and
shall have made such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to render the use of Form
F-4 or other appropriate form under the 1933 Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or by
or before any governmental agency with respect to the Exchange Offer or the
Private Exchange which, in the Company's judgment, would reasonably be expected
to impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

      Upon consummation of the Exchange Offer in accordance with this Agreement,
the Company shall have no further obligation to register the Registrable
Securities pursuant to Section 2.2 of this Agreement.

      2.2 Shelf Registration. (i) If, because of any changes in law, SEC rules
or regulations or applicable interpretations thereof by the staff of the SEC,
the Company determines after consultation with its outside counsel that it is
not permitted to effect the Exchange Offer as contemplated by Section 2.1
hereof, (ii) if for any other reason (A) the Exchange Offer Registration
Statement is not declared effective within 150 days following the Closing Date
or (B) the Exchange Offer is not consummated within 180 days after the Closing
Date, (iii) upon the request of any of the Initial Purchasers holding Private
Exchange Securities with respect to Registrable Securities that are not eligible
for Exchange Securities in the Exchange Offer or if the Initial Purchasers do
not receive freely tradable Exchange Securities in the Exchange Offer or (iv)
upon notice of any Holder (other than an Initial Purchaser) given to the Company
in writing within 30 days after the commencement of the Exchange Offer that (A)
due to a change in law or SEC policy it is not entitled to participate in the
Exchange Offer, (B) due to a change in law or SEC policy it may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) it is a brokerdealer and owns Registrable Securities acquired
directly from the Company or an affiliate of the Company, then in case of each
of clauses (i) through (iv) the Company shall, at its cost:

            (a) As promptly as practicable, file with the SEC, and thereafter
shall use its reasonable best efforts to cause to be declared effective as
promptly as practicable but no later than 180 days after the original issue of
the Registrable Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.

            (b) Use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the original
issue of the Registrable Securities, or for such shorter period that will
terminate when all Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or cease
to be

                                       7

<PAGE>

outstanding or otherwise to be Registrable Securities (the "Effectiveness
Period"); provided, however, that the Effectiveness Period in respect of the
Shelf Registration Statement shall be extended up to a maximum of 90 days if
necessary to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the 1933 Act and as otherwise provided herein.

            (c) Notwithstanding any other provisions hereof, use its reasonable
best efforts to ensure that (i) any Shelf Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any supplement
thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement, and any supplement to such
Prospectus (as amended or supplemented from time to time), does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements, in light of the circumstances under which they
were made, not misleading.

      The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly as
reasonably practicable after its being used or filed with the SEC.

      2.3 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

      2.4 Effectiveness.

            (a) The Company will be deemed not to have used its reasonable best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company voluntarily takes any action that
would, or omits to take any action which omission would, result in any such
Registration Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to exchange or offer and
sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless (i) such action is required by applicable law, or
(ii) such action is taken by the Company in good faith and for valid business
reasons (not including avoidance of the Company's obligations hereunder),
including the acquisition or divestiture of assets, so long as the Company
promptly thereafter complies with the requirements of Section 3(k) hereof, if
applicable.

            (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer

                                       8

<PAGE>

Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

      2.5 Interest. In the event that either (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 90 calendar day
following the Closing Date, (b) the Exchange Offer Registration Statement has
not been declared effective on or prior to the 150 calendar day following the
Closing Date or (c) the Exchange Offer is not consummated or, if required, a
Shelf Registration Statement is not declared effective, in either case, on or
prior to the 180th calendar day following the Closing Date (each such event
referred to in clauses (a) through (c) above, a "Registration Default"), the
interest rate borne by the Securities shall be increased ("Additional Interest")
by one-quarter of one percent (0.25%) per annum upon the occurrence of each
Registration Default, which rate will increase by one quarter of one percent
(0.25%) at the beginning of each 90-day period (or portion thereof) that such
Additional Interest continues to accrue under any such circumstance, provided
that the maximum aggregate increase in the interest rate will in no event exceed
one percent (1%) per annum provided, however, that no Additional Interest shall
be payable if the Exchange Offer Registration Statement is not filed or declared
effective or the Exchange Offer is not consummated on account of the reasons set
forth in clause (i) of the first paragraph of this Section 2.2 (it being
understood, however, that in any such case the Company shall be obligated to
file a Shelf Registration Statement and Additional Interest shall be payable if
the Shelf Registration Statement is not declared effective in accordance with
clause (c)), that no Additional Interest shall be payable if the Shelf
Registration Statement is not declared effective as set forth above because the
request under clause (iii) of Section 2.2 or notice under clause (iv) of such
paragraph was not made on a timely basis; and provided, further, that Additional
Interest shall only be payable in case the Shelf Registration Statement is not
declared effective as aforesaid. Immediately following the cure of a
Registration Default, the accrual of Additional Interest with respect to that
particular Registration Default will cease. Immediately following the cure of
all Registration Defaults or the date on which the Exchange Securities are
saleable pursuant to Rule 144(k) under the 1933 Act or any successor provision,
the accrual of Additional Interest will cease and the interest rate will revert
to the original rate.

      If the Shelf Registration Statement is declared effective but becomes
unusable by the Holders of Registrable Securities covered by such Shelf
Registration Statement ("Shelf Registrable Securities") for any reason, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 30 days in the
aggregate, then the interest rate borne by the Shelf Registrable Securities will
be increased by 0.25% per annum of the principal amount of the Securities for
the first 90-day period (or portion thereof) beginning on the 31st such day that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period; provided that the
maximum aggregate increase in the interest rate as a result of a Shelf
Registration Statement being unusable (inclusive of any interest that accrues on
such Shelf Registrable Securities pursuant to the first paragraph of this
Section 2.5) will in no event exceed one percent (1%) per annum. Upon the Shelf
Registration Statement once again becoming usable, the

                                       9

<PAGE>

interest rate borne by the Shelf Registrable Securities will be reduced to the
original interest rate. Additional Interest shall be computed based on the
actual number of days elapsed in each 90-day period in which the Shelf
Registration Statement is unusable.

      The Company shall notify the Trustee within five business days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an "Event Date"). Additional Interest shall be paid by
depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities entitled to receive the interest payment, on or before
the applicable semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.

      2.6 Luxembourg Stock Exchange. The Company shall, for the benefit of the
Holders, use its best efforts to (A) file an application to list the Exchange
Securities and the Shelf Registrable Securities, if any, on the Luxembourg Stock
Exchange; (B) inform the Luxembourg Stock Exchange and cause notice to be
published in a daily newspaper of general circulation in Luxembourg prior to
commencing the Exchange Offer or the Shelf Registration; (C) provide to the
Luxembourg Stock Exchange documents relating to the Exchange Offer or Shelf
Registration and consummate the exchange at the office of Dexia Banque
Internationale a Luxembourg S.A., the paying and transfer agent in Luxembourg,
at 69 route d'Esch, L-2953 Luxembourg, and (D) provide the results of the
Exchange Offer or the Shelf Registration, including any increase in the interest
rate, to the Luxembourg Stock Exchange and cause such results to be published in
a daily newspaper of general circulation in Luxembourg.

      3. Registration Procedures.

      In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

            (a) prepare and file with the SEC a Registration Statement, within
the relevant time period specified in Section 2, on the appropriate form under
the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in
the case of a Shelf Registration, be available for the sale of the Shelf
Registrable Securities by the selling Holders thereof, and (iii) shall comply as
to form in all material respects with the requirements of the applicable form
and include or incorporate by reference all financial statements required by the
SEC to be filed therewith or incorporated by reference therein;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration

                                       10

<PAGE>

Statement during the applicable period in accordance in the case of a Shelf
Registration with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating Broker-Dealer);

            (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities, in accordance with applicable law, in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

            (d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such Holder
and underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) take any action which would subject it
to general service of process or taxation in any such jurisdiction where it is
not then so subject, or (iii) conform its capitalization or the composition of
its assets at the time to the securities or blue sky laws of such jurisdiction;

            (e) notify promptly each Holder of Registrable Securities under a
Shelf Registration or any Participating Broker-Dealer who has notified the
Company that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all

                                       11

<PAGE>

material respects, (v) of the happening of any event or the discovery of any
facts during the period a Shelf Registration Statement is effective which makes
any statement made in such Registration Statement or the related Prospectus
untrue in any material respect or which requires the making of any changes in
such Registration Statement or Prospectus in order to make the statements
therein not misleading, (vi) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable
Securities or the Exchange Securities, as the case may be, for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (vii) of any determination by the Company that a post-effective amendment to
such Registration Statement would be appropriate;

            (f) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to CSFB and Citigroup
on behalf of the Participating Broker-Dealers, and which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that holds
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the reasonable judgment of CSFB and Citigroup on
behalf of the Participating Broker-Dealers and its counsel, represent the
prevailing views of the staff of the SEC, including a statement that any such
broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities, (ii) furnish to each Participating
Broker-Dealer who has delivered to the Company the notice referred to in Section
3(e), without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any
amendment or supplement thereto, as such Participating Broker-Dealer may
reasonably request, (iii) hereby consent to the use of the Prospectus forming
part of the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:

            "If the exchange offeree is a broker-dealer holding Registrable
            Securities acquired for its own account as a result of market-making
            activities or other trading activities, it will deliver a prospectus
            meeting the requirements of the 1933 Act in connection with any
            resale of Exchange Securities received in respect of such
            Registrable Securities pursuant to the Exchange Offer";

and (y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the 1933
Act; and

                                       12

<PAGE>

                  (B) in the case of any Exchange Offer Registration Statement,
the Company agrees to deliver to CSFB and Citigroup on behalf of the
Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement officers' certificates substantially in the form
customarily delivered in a public offering of debt securities and (iii) a
comfort letter or comfort letters in customary form to the extent permitted by
SAS 72 (or if such a comfort letter is not permitted by SAS 72, an agreed upon
procedures letter in customary form) from the Company's independent certified
public accountants (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements are, or are required to be, included in
the Registration Statement) at least as broad in scope and coverage as the
comfort letter or comfort letters delivered to the Initial Purchasers in
connection with the initial sale of the Securities to the Initial Purchasers;

            (g) (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
Milbank, Tweed, Hadley & McCloy LLP, as special counsel for the Holders of Shelf
Registrable Securities (or, if Milbank, Tweed, Hadley & McCloy LLP is unable or
unwilling to serve, such other special counsel (but not more than one) as may be
selected by the Holders of a majority in principal amount of such Shelf
Registrable Securities ("Special Counsel")), copies of comment letters received
from the SEC or any other request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for
additional information;

            (h) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment;

            (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested in writing);

            (j) in the case of a Shelf Registration, cooperate with the selling
Holders of Shelf Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Shelf Registrable Securities to be sold
and not bearing any restrictive legends; and enable such Shelf Registrable
Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders or the
underwriters, if any, may reasonably request at least three business days prior
to the closing of any sale of Shelf Registrable Shelf Securities;

            (k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections 3(e)(v)
and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use its best efforts to prepare a supplement or post-effective amendment
to the Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Shelf Registrable Securities or
Participating Broker- Dealers, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of

                                       13

<PAGE>

the circumstances under which they were made, not misleading. At such time as
such public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to finish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request and the Initial Purchasers, on their own behalf
and on behalf of subsequent holders, hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented to correct such
misstatement or omission;

            (l) obtain a CUSIP number for all Exchange Securities, Private
Exchange Securities or Registrable Securities, as the case may be, not later
than the effective date of a Registration Statement, and provide the Trustee
with printed certificates for the Exchange Securities, Private Exchange
Securities or the Registrable Securities, as the case may be, in a form eligible
for deposit with the Depositary;

            (m) (i) cause the Indenture to be qualified under the TIA in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA and (iii) execute, and
use its best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;

            (n) in the case of a Shelf Registration, enter into customary
agreements (including underwriting agreements) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of such
Shelf Registrable Securities and in such connection whether or not an
underwriting agreement is entered into and whether or not the registration is an
underwritten registration:

            (i) make such representations and warranties to the Holders of such
      Shelf Registrable Securities and the underwriters, if any, in form,
      substance and scope as are customarily made by issuers to underwriters in
      similar underwritten offerings as may be reasonably requested by them;

            (ii) obtain opinions of United States and Mexican counsel to the
      Company and updates thereof (which counsel and opinions (in form, scope
      and substance) shall be reasonably satisfactory to the managing
      underwriters, if any, and the holders of a majority in principal amount of
      the Shelf Registrable Securities being sold) addressed to each selling
      Holder and the underwriters, if any, covering the matters set forth in
      Exhibit A with such customary exceptions and qualifications as contained
      in the opinions delivered pursuant to the Purchase Agreement and such
      other matters customarily covered in opinions requested in sales of
      securities or underwritten offerings and such other matters as may be
      reasonably requested by such Holders and underwriters;

            (iii) obtain "cold comfort" letters and updates thereof from the
      Company's independent certified public accountants (and, if necessary, any
      other independent certified public accountants of any subsidiary of the
      Company or of any business

                                       14

<PAGE>

      acquired by the Company for which financial statements are, or are
      required to be, included in the Registration Statement) addressed to the
      underwriters, if any, and, if there are no underwriters, use reasonable
      efforts to have such letter addressed to the selling Holders of Shelf
      Registrable Securities (to the extent consistent with SAS 72), such
      letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters to underwriters in
      connection with similar underwritten offerings;

            (iv) if so requested by the Majority Holders, enter into a
      securities sales agreement with the Holders and an agent of the Holders
      providing for, among other things, the appointment of such agent for the
      selling Holders for the purpose of soliciting purchases of Shelf
      Registrable Securities, which agreement shall be in form, substance and
      scope customary for similar offerings;

            (v) if an underwriting agreement is entered into, cause the same to
      set forth indemnification provisions and procedures substantially
      equivalent to the indemnification provisions and procedures set forth in
      Section 4 hereof with respect to the underwriters and all other parties to
      be indemnified pursuant to said Section or, at the request of any
      underwriters, in the form customarily provided to such underwriters in
      similar types of transactions; provided that such underwriting agreement
      shall contain customary provisions regarding indemnification of the
      Company with respect to information provided by the underwriter; and

            (vi) deliver such documents and certificates as may be reasonably
      requested and as are customarily delivered in similar offerings to the
      Holders of a majority in principal amount of the Shelf Registrable
      Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

            (o) in the case of a Shelf Registration or if a Prospectus is
required to be delivered by any Participating Broker-Dealer in the case of an
Exchange Offer, make available for inspection by representatives of the Holders
of the Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer, any
Special Counsel or any accountant retained by any of the foregoing, all
financial and other records, pertinent corporate documents and properties of the
Company reasonably requested by any such persons, and cause the respective
officers, directors, employees, and any other agents of the Company to supply
all information reasonably requested by any such representative, underwriter,
Special Counsel or accountant in connection with a Registration Statement, and
make such representatives of the Company available for discussion of such
documents as shall be reasonably requested by the Initial Purchasers, provided,
however that such records, documents or information which the Company identifies
as being confidential shall not be disclosed by the representative, Holder,
attorney or accountant unless (i) the disclosure of such records, documents or
information is necessary to avoid or correct a misstatement or omission in a
Registration Statement, (ii) the release of such records, documents or
information is ordered pursuant to a subpoena or other order from a court of
competent

                                       15

<PAGE>

jurisdiction or as part of the evidentiary procedures of a court of competent
jurisdiction; or (iii) such records, documents or information have previously
been generally made available to the public.

            (p) (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to Milbank, Tweed,
Hadley & McCloy LLP, as counsel to the Holders of Registrable Securities, and
make such changes in any such document prior to the filing thereof as the
Initial Purchasers or such counsel to the Holders of Registrable Securities may
reasonably request and, except as otherwise required by applicable law, not file
any such document in a form to which the Initial Purchasers on behalf of the
Holders of Registrable Securities and such counsel to the Holders of Registrable
Securities shall not have previously been advised and furnished a copy of or to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
or such counsel to the Holders of Registrable Securities shall reasonably
object, and make the representatives of the Company available for discussion of
such documents as shall be reasonably requested by the Initial Purchasers; and

                (ii) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Shelf Registrable Securities, to the Initial Purchasers, to Special Counsel and
to the underwriter or underwriters of an underwritten offering of Shelf
Registrable Securities, if any, make such changes in any such document prior to
the filing thereof as the Initial Purchasers, Special Counsel or the underwriter
or underwriters reasonably request and not file any such document in a form to
which the Majority Holders of Shelf Registrable Securities, the Initial
Purchasers on behalf of the Holders of Registrable Securities, Special Counsel
or any underwriter shall not have previously been advised and furnished a copy
of or to which such Majority Holders, the Initial Purchasers of behalf of the
Holders of Registrable Securities, Special Counsel or any underwriter shall
reasonably object, and make the representatives of the Company available for
discussion of such document as shall be reasonably requested by the Holders of
Registrable Securities, the Initial Purchasers on behalf of such Holders,
Special Counsel or any underwriter.

            (q) in the case of a Shelf Registration, use its best efforts to
cause all Exchange Securities and Shelf Registrable Securities to be listed on
any securities exchange on which similar debt securities issued by the Company
are then listed if requested by the Majority Holders or if requested by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any;

            (r) in the case of a Shelf Registration, use its reasonable best
efforts to cause the Shelf Registrable Securities to be rated by two nationally
recognized statistical rating agencies, if so requested by the Majority Holders,
or if requested by the underwriter or underwriters of an underwritten offering
of Registrable Securities, if any;

                                       16

<PAGE>

            (s) otherwise comply with all applicable rules and regulations of
the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

            (t) cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

            (u) upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or Private Exchange, and which includes an opinion that (i) the
Company has duly authorized, executed and delivered the Exchange Securities
and/or Private Exchange Securities, as applicable, and the related indenture,
and (ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its respective terms (with customary exceptions).

      In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Shelf Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Shelf Registrable Securities as the Company may from time to time
reasonably request in writing for use in connection with any Shelf Registration
Statement or Prospectus included therein, including without limitation,
information specified in Item 507 of Regulation S-K under the 1933 Act.

      In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such Shelf
Registrable Securities current at the time of receipt of such notice.

      During any 365-day period, the Company, upon notice to the Holders, may
suspend the availability of such Registration Statement for up to two periods of
up to 45 consecutive days (except for the consecutive 45-day period immediately
prior to the maturity of the Securities), but not more than an aggregate of 60
days during any 365-day period, if the Company's Board of Directors determines
in good faith that there is a valid purpose for the suspension.

      If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering, provided such selection is acceptable to the Company. No Holder of

                                       17

<PAGE>

Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

      4. Indemnification; Contribution.

            (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

            (i) against any and all loss, liability, claim, damage and expense,
      as incurred, arising out of any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement (or
      any amendment or supplement thereto) pursuant to which Exchange Securities
      or Registrable Securities were registered under the 1933 Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or
      arising out of any untrue statement or alleged untrue statement of a
      material fact contained in any Prospectus (or any amendment or supplement
      thereto) or the omission or alleged omission therefrom of a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

            (ii) against any and all loss, liability, claim, damage and expense,
      as incurred, to the extent of the aggregate amount paid in settlement of
      any litigation, or any investigation or proceeding by any governmental
      agency or body, commenced or threatened, or of any claim based upon any
      such untrue statement or omission, or any such alleged untrue statement or
      omission; provided that (subject to Section 4(d) below) any such
      settlement is effected with the written consent of the Company; and

            (iii) against any and all expense, as incurred (including the fees
      and disbursements of counsel chosen by any indemnified party as provided
      therein), reasonably incurred in investigating or defending against any
      litigation, or any investigation or proceeding by any governmental agency
      or body, commenced or threatened, or any claim based upon any such untrue
      statement or omission, or any such alleged untrue statement or omission,
      to the extent that any such expense is not paid under subparagraph (i) or
      (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Holder or Underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement

                                       18

<PAGE>

thereto), and provided further, that the Company shall not indemnify any
Underwriter or any person who controls such Underwriter from any loss,
liability, claim or damage (or expense incurred in connection therewith) alleged
by any person who purchased Exchange Securities or Registrable Securities from
such Underwriter if the untrue statement, omission or allegation thereof upon
which such loss, liability, claim or damage is based was made in (i) any
preliminary prospectus, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person at or prior to the written confirmation of the sale of Exchange
Securities or Registrable Securities to such person, and if the Prospectus (as
so amended or supplemented) corrected the untrue statement or omission giving
rise to such loss, claim, damage or liability; (ii) any Prospectus used by such
Underwriter or any person who controls such Underwriter, after such time as the
Company advised the Underwriters that the filing of a post-effective amendment
or supplement thereto was required, except the Prospectus as so amended or
supplemented, if the Prospectus as amended or supplemented by such
post-effective amendment or supplement would not have given rise to such loss,
liability, claim or damage; or (iii) any Prospectus used after such time as the
obligation of the Company to keep the same current and effective has expired.

            (b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

            (c) Each indemnified party shall give written notice as promptly as
reasonably practicable to each indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, and
the indemnifying party shall assume the defense thereof, including the
employment of counsel satisfactory to the indemnified party, and the payment of
all expenses. Any omission to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. Any such indemnified party shall have the right to employ separate
counsel in any such action or proceeding and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall be paid by
such indemnified party unless (a) the indemnifying party has agreed to pay such
fees and expenses or (b) the indemnifying party shall have failed to assume the
defense of such action or proceeding and employ counsel reasonably satisfactory
to the indemnified party in any such action or

                                       19

<PAGE>

proceeding within a reasonable time or (c) the named parties to any such action
or proceeding (including any impleaded parties) include both such indemnified
party and indemnifying party, and the indemnified party shall have been advised
by its counsel that there may be a conflict of interest between such indemnified
party and indemnifying party in the conduct of the defense of such action (in
which case, if such indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of such indemnified party), it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or proceeding or separate but substantially similar or
related actions or proceedings arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (unless the members of such firm are not admitted to
practice in a jurisdiction where an action is pending, in which case the
indemnifying party shall pay the reasonable fees and expenses of one additional
firm of attorneys to act as local counsel in such jurisdiction, provided the
services of such counsel are substantially limited to that of appearing as
attorneys of record) at any time for all indemnified parties, which firm shall
be designated in writing by the indemnified party. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

            (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement unless the
indemnifying party in good faith shall be contesting the reasonableness of such
fees and expenses (but only to the extent so contested) or the entitlement of
the indemnified party to indemnification under the terms of this Section 4.

            (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to hold harmless an indemnified party (other than by reason
of the first sentence of Section 4(c)) in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Holders and the Initial Purchasers on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

                                       20

<PAGE>

      The relative fault of the Company on the one hand and the Holders and the
Initial Purchasers on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, the Holders or the Initial Purchasers and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

      The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities purchased and sold by it were offered
exceeds the amount of any damages which such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

      No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each Person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as the Company. The Initial
Purchasers' respective obligations to contribute pursuant to this Section 4 are
several in proportion to the principal amount of Securities set forth opposite
their respective names in Schedule A to the Purchase Agreement and not joint.

      5. Miscellaneous.

      5.1 Rule 144 and Rule 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary
under applicable rules and regulations to permit sales pursuant to Rule

                                       21

<PAGE>

144A under the 1933 Act and it will take such further action as any Holder of
Registrable Securities may reasonably request, and (c) take such further action
that is reasonable in the circumstances, in each case, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements. The Company's obligations under this Section
5.1 shall terminate upon the later of the consummation of the Exchange Offer and
the Effectiveness Period.

      5.2 No Inconsistent Agreements. The Company has not entered into and the
Company will not after the date of this Agreement enter into any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not and will not for the term of this
Agreement in any way conflict with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

      5.3 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure.

      5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (a)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
5.4, which address initially is the address set forth in the Purchase Agreement
with respect to the Initial Purchasers; and (b) if to the Company, initially at
the Company's address set forth in the Purchase Agreement, and thereafter at
such other address of which notice is given in accordance with the provisions of
this Section 5.4.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

      Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

      5.5 Successor and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing

                                       22

<PAGE>

herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

      5.6 Third Party Beneficiaries. The Initial Purchasers (even if the Initial
Purchasers are not Holders of Registrable Securities) shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Holders, on the other hand, and shall have the right to enforce
such agreements directly to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder. Each
Holder of Registrable Securities shall be a third party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder.

      5.7 Specific Enforcement. Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Sections 2.1 through 2.4 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 2.1 through 2.4 hereof.

      5.8 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      5.9 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      5.10 GOVERNING LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS THEREOF.

            (b) Each of the Initial Purchasers and the Company irrevocably
consents and agrees that any legal action, suit or proceeding against it with
respect to its obligations, liabilities or any other matter arising out of or
based on this Agreement may be brought in any United States federal or state
court in the State of New York, County of New York.

                                       23

<PAGE>

            (c) The Company designates, appoints, and empowers CT Corporation
System with offices currently at 111 Eighth Avenue, New York, New York 10011, as
its designee, appointee and agent to receive and accept for and on its behalf,
and its properties, assets and revenues, service of any and all legal process,
summons, notices and documents that may be served in any action, suit or
proceeding brought against the Company in any such United States federal or
state court with respect to its obligations, liabilities or any other matter
arising out of or in connection with this Agreement, the Purchase Agreement and
the Indenture and that may be made on such designee, appointee and agent in
accordance with legal procedures prescribed for such courts. If for any reason
such designee, appointee and agent hereunder shall cease to be available to act
as such, the Company agrees to designate a new designee, appointee and agent in
The City of New York on the terms and for the purposes of this Section 5
reasonably satisfactory to the Majority Holders. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any such action, suit or proceeding against
the Company by serving a copy thereof upon the relevant agent for service of
process referred to in this Section 5.10 (whether or not the appointment of such
agent shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service). The Company agrees that the failure of any such
designee, appointee and agent to give any notice of such service to them shall
not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon. Each of the parties
irrevocably and unconditionally waives, to the fullest extent permitted by law,
any objection that they may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection
with this Agreement, the Purchase Agreement and the Indenture brought in the
federal courts located in The City of New York or the courts of the State of New
York located in The County of New York and hereby further irrevocably and
unconditionally waives and agrees, to the fullest extent permitted by law, not
to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

      5.11 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       24

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          GRUPO TELEVISA, S.A.

                                          By: /s/ Alfonso de Angoitia Noriega
                                              ----------------------------------
                                              Name:  Alfonso de Angoitia Noriega
                                              Title: Executive Vice President

                                          By: /s/ Salvi Folch Viadero
                                              ----------------------------------
                                              Name:  Salvi Folch Viadero
                                              Title: Chief Financial Officer

<PAGE>

CONFIRMED AND ACCEPTED
as of the date first above written:

CREDIT SUISSE FIRST BOSTON LLC

By: /s/ Michael Cummings
    --------------------
    Authorized Signatory

CITIGROUP GLOBAL MARKETS INC.

By: /s/ D. Blake Haider
    --------------------
    Authorized Signatory

For itself and the other Initial Purchasers set forth above.

                Signature Page to Registration Rights Agreement

                                      S-2

<PAGE>

                                                                       Exhibit A

      The Exchange Offer Registration Statement, as of its effective date, and
the Prospectus, as of the date hereof (except as to (x) the financial
statements, notes and schedules thereto and other financial data contained or
incorporated by reference therein, and (y) the Form T-1, as to which such
counsel need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act*. In passing upon the form of such documents, we
have necessarily assumed the correctness and completeness of the statements made
or included therein by the Company and take no responsibility for the accuracy,
completeness or fairness of the statements contained therein except insofar as
such statements related to the description of the Exchange Securities and the
Indenture or relate to us. However, in connection with our examination of the
Registration Statement and the Prospectus, we have had conferences with certain
officers and other representatives of the Company, and our examination of the
Registration Statement and the Prospectus and our discussions in such
conferences did not disclose to us any information which gave us reason to
believe that either the Registration Statement, as of its effective date, or the
Prospectus, as of the date hereof (except as to (x) the financial statements,
notes and schedules thereto and other financial data contained or incorporated
by reference therein, as to which such counsel need express no opinion),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which they were
made) not misleading.

- ----------------------
* To be provided only by United States counsel.

                                      A-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>y09865exv5w1.txt
<DESCRIPTION>EX-5.1: OPINION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
<TEXT>
<PAGE>
                                                                     Exhibit 5.1

          [LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]



                                                                   June 13, 2005

Grupo Televisa, S.A.
Avenida Vasco de Quiroga, No. 2000
Colonia Santa Fe, 01210
Mexico, D.F., Mexico

Ladies and Gentlemen:

     We are acting as special U.S. counsel to Grupo Televisa, S.A. (the
"Company"), a limited liability stock corporation (sociedad anonima) organized
under the laws of the United Mexican States ("Mexico"), in connection with the
preparation of a Registration Statement on Form F-4 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed offer to exchange up to $600,000,000 in aggregate principal amount of
6.625% Senior Exchange Notes due 2025 of the Company (the "New Notes") for a
like principal amount of the Company's issued and outstanding 6.625% Senior
Notes due 2025 (the "Old Notes").  Capitalized terms used herein have the
meanings set forth in the Registration Statement, unless otherwise defined
herein.

     In connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies of
such agreements, instruments, documents and records of the Company, such
certificates of public officials and such other documents and (iii) received
such information from officers and representatives of the Company, and others,
as we have deemed necessary or appropriate for the purposes of this opinion.

     To the extent it may be relevant to the opinion expressed herein, we have
assumed, with respect to all parties to agreements or instruments relevant
hereto other than the Company, that such parties have the power and authority to
enter into and perform their respective obligations under such agreements or
instruments and to consummate the transactions contemplated thereby, that the
agreements or instruments have been duly authorized, executed and delivered by
and, constitute a valid and binding obligations of such parties, enforceable
against such parties in accordance with their terms.

     In all such examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of original or
certified copies and the conformity to original or certified agreements or
instruments of all copies submitted to us as conformed or reproduction copies.
As to various questions of fact relevant to the opinions expressed herein, we
have relied upon, and assume the accuracy of, the representations and warranties
contained in certificates and oral or written statements and other information
of or from public officials and officers and representatives of the Company and
assume compliance on the part of all parties to the


<PAGE>
relevant agreements or instruments with their covenants and agreements contained
therein and all laws applicable thereto.

     We have assumed, for the purposes of the opinions expressed herein, that
(a) the Company is a limited liability stock corporation (sociedad anonima)
validly existing under the laws of Mexico and the Company has full power,
authority and legal right to execute and deliver any agreements or instruments
relevant hereto and to perform its obligations thereunder, (b) each of such
agreements or instruments has been duly authorized, executed and delivered by
the Company under Mexican law, (c) no other proceedings or actions under Mexican
law are necessary for the Company to perform its obligations under each of such
agreements or instruments, and (d) under Mexican law, each of such agreements
constitutes the valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms.

     Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that when the
Registration Statement has become effective under the Securities Act, the New
Notes have been duly authorized and executed by the Company and duly
authenticated by the Trustee in accordance with the terms of the Indenture and
delivered in exchange for the Old Notes in accordance with the terms of the
Indenture, the New Notes will constitute valid and binding obligations of the
Company, entitled to the benefits of the Indenture, subject to (i) applicable
bankruptcy, insolvency, reorganization moratorium, concurso mercantil or other
similar laws now or hereafter in effect affecting creditors' rights and remedies
generally; (ii) general principles of equity reasonableness, equitable defenses
and limits as to the availability of equitable remedies, whether such principles
are considered in proceedings at law or in equity; and (iii) the application of
any applicable fraudulent conveyance, fraudulent transfer, fraudulent
obligation, or preferential transfer law or any law governing the distribution
of assets of any person now or hereafter in effect affecting creditors' rights
and remedies generally

     The opinion expressed herein is limited to the federal laws of the United
States of America and the laws of the State of New York, each as currently in
effect and no opinion is expressed with respect to any other laws or any effect
that such other laws may have on the opinion expressed herein.  This opinion
letter is limited to the matters stated herein and no opinion is implied or may
be inferred beyond the opinion expressly stated herein. The opinion expressed
herein is given only as of the date hereof, and we assume no obligation to
supplement this letter if any applicable laws change after the date hereof or if
we become aware of any facts that might change the opinion expressed herein
after the date hereof or for any other reason.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the caption
"Legal Matters" in the prospectus that is included in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.

<PAGE>



     The opinion expressed herein is solely for your benefit and may not be
relied on in any manner or for any purpose by any other person or entity and may
not be quoted in whole or in part without our prior written consent.


     Very truly yours,



        FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>6
<FILENAME>y09865exv5w2.txt
<DESCRIPTION>EX-5.2: OPINION OF MIJARES, ANGOITIA, CORTES Y FUENTES, SC
<TEXT>
<PAGE>

                                                                     Exhibit 5.2

JAIME CORTES ROCHA
PABLO MIJARES ORTEGA
FRANCISCO FUENTES OSTOS
FERNANDO DE SALVIDEA DE MIGUEL
RICARDO MALDONADO YANEZ
JOSE RAZ GUZMAN CASTRO
CARLOS MALPICA HERNANDEZ
AGUSTIN VELAZOUEZ GARCIA LOPEZ
FERNANDO ORRANTIA DWORAK
HORACIO M. DE URIARTE FLORES
CONSEJEROS
JUAN G. MIJARES
MARCELA FONSECA GARCIA

[MIJARES ANGOITIA CORTES Y FUENTES SC ABOGADOS LOGO]

                                                                    June 9, 2005

GRUPO TELEVISA, S.A.
Av. Vasco de Quiroga No. 2000
Col. Santa Fe Pena Blanca
01210 Mexico, D.F.

Dear Sirs:

      We have acted as Mexican counsel for Grupo Televisa, S.A., a Mexican
limited liability stock corporation (sociedad anonima) organized under the laws
of the United Mexican States (the "Company"), in connection with the proposed
exchange offer (the "Offer") by the Company for all of the outstanding US$600
million 6.625% Senior Notes due 2025 (the "Old Notes"), for US$600 million
6.625% Senior Notes due 2025 registered under the Securities Act of 1933 (the
"New Notes") pursuant to the Registration Statement on Form F-4 (the
"Registration Statement") filed with the Securities and Exchange Commission.

      All capitalized terms used herein that are defined in or by reference in
the Registration Statement have the meanings assigned to such terms therein, or
by reference therein, unless otherwise defined herein. All assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject matter
or accuracy of such assumptions or items relied upon.

      For the purpose of rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents, and such questions of law, as we have
deemed necessary or appropriate. In all such examinations, we have assumed (i)
the compliance with any authorization, registration or exemption from
registration or qualification with the securities authority or self-regulatory
body of any jurisdiction (other than Mexico) as a condition to the execution,
delivery and performance of such instruments, or the consummation of the
transactions contemplated thereunder or any notice to be given after the date
hereof; (ii) the genuineness of all signatures on original or certified
documents and the conformity to original or certified documents of all copies
submitted to us as conformed or reproduction copies, (iii)

Montes Urales 505 Tercer Piso
Lomas de Chapultepec
11000 Mexico DF
Tel. (52-55) 5201 - 7400
Fax (52-55) 5520 - 1065/1075
macf@macf.com.mx
www.macf.com.mx
<PAGE>

                                                                               2

[MIJARES ANGOITIA CORTES Y FUENTES SC ABOGADOS LOGO]

that each of such instruments has been duly authorized, executed and delivered
by each party thereto, other than the Company.

      Upon the basis of such examination and subject to the assumptions and
qualifications set forth herein, we advise you that, in our opinion:

      (a)     the New Notes have been duly authorized by the Company (insofar as
such matters are governed by Mexican law), and

      (b)     when the Registration Statement has become effective under United
States of America laws and the New Notes are duly authenticated by the Trustee
in accordance with the terms of the Indenture, the New Notes will be, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

      This opinion is subject to the following qualifications:

      1.    We express no opinion concerning the effect upon the obligations of
the Company of the laws of any jurisdiction other than Mexico.

      2.    Our opinions are subject to (i) applicable bankruptcy, labor,
fraudulent conveyance, insolvency, concurso mercantil, reorganization,
moratorium and other laws of general applicability relating to or affecting
enforcement of creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in proceedings at law or in
equity) and standards of materiality, good faith, fair dealing and
reasonableness which may be applied by a court to the exercise of certain rights
and remedies.

      3.    Any judgment rendered in a New York court, arising out of or in
relation to the obligations of the Company under the Notes, may be enforced by
Mexican courts, provided that:

            (a)   such judgment is obtained in compliance with legal
      requirements of the jurisdiction of the court rendering such judgment and
      in compliance with legal requirements and terms set forth in the relevant
      instruments;

            (b)   such judgment is strictly for the payment of a certain sum of
      money and has been rendered in an in personam action as opposed to an in
      rem action;

            (c)   process was served personally on the Company or on the
      appropriate process agent;

<PAGE>

                                                                               3

[MIJARES ANGOITIA CORTES Y FUENTES SC ABOGADOS LOGO]

            (d)   such judgment does not contravene Mexican law, Mexican public
      policy, international treaties or agreements binding upon Mexico or
      general accepted principles of international law;

            (e)   the applicable procedure under the laws of Mexico with respect
      to the enforcement of foreign judgments (including, but not limited to,
      the issuance of a letter rogatory by the competent authority of such
      jurisdiction requesting enforcement of such judgments as being final and
      the certification of such judgments as authentic by the corresponding
      authorities of such jurisdiction in accordance with the laws thereof) is
      complied with;

            (f)   such judgment is final in the jurisdiction in which it was
      obtained;

            (g)   the action in respect of which such judgment was rendered is
      not the subject matter of a lawsuit among the same parties pending before
      a Mexican court;

            (h)   the judgment and related documents are translated into Spanish
      by an expert duly authorized for their admissibility before the Mexican
      courts before which enforcement is requested, being such translation
      subject to approval by the Mexican court after the defendant has been
      given an opportunity to be heard with respect to the accuracy of the
      translation, and such proceedings would thereafter be based upon the
      translated documents, and

            (i)   any such foreign court would enforce final judgments rendered
      by the federal or state courts of Mexico as a matter of reciprocity.

      4.    Since service of process by mail does not constitute personal
service under Mexican Law and since such service is considered to be a basic
procedural requirement under such law, if for the purpose of proceedings outside
Mexico service of process is made by mail or in any manner that does not
constitute personal service or that does not guarantee due process of law and
the rights of the defendant to be heard and of controverting, by proof, the
facts which bear on the question of right in the matter involved, the final
judgment issued in connection with such proceeding may not be enforced in the
courts of Mexico.

      5.    There are substantial differences between the United States and
Mexico with respect to the enforcement of civil remedies and criminal penalties.
To the best of our knowledge, the enforceability in Mexico of such civil and
criminal penalties as are afforded by U.S. federal securities laws is uncertain.
It is also, to the best of our knowledge, uncertain whether extradition treaties
now in effect between the United States and Mexico would subject the directors
and officers of the Company to effective enforcement of the criminal penalties
of such laws since,

<PAGE>

                                                                               4

[MIJARES ANGOITIA CORTES Y FUENTES SC ABOGADOS LOGO]

to the best of our knowledge, as of the date hereof, there is no precedent for
such enforcement.

      6.    In the event proceedings are brought in Mexico seeking performance
of obligations of the Company in Mexico, under the Mexican Monetary Law (Ley
Monetaria de los Estados Unidos Mexicanos), payment of obligations in foreign
currency contracted within Mexico or abroad which are to be complied within
Mexico shall be paid by delivering the equivalent in the currency of Mexico at
the rate of exchange prevailing in the place and on the date of payment.

      7.    In case of concurso mercantil of the Company, obligations in foreign
currency must be converted into Mexican currency at the rate of exchange in
force on the date of the respective court's judgment and then converted into
Unidades de Inversion (inflation indexed units) on the same date.

      8.    The New Notes are not negotiable instruments (titulos de credito)
under Mexican law and, therefore, if the holder of a New Note initiates an
action against the Company before a Mexican court, such Mexican court will not
grant executive action (accion ejecutiva) based on such document.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the caption
"Legal Matters" in the prospectus that is included in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act, nor a third party (other than those authorized herein) may rely on our
opinion.

      This opinion is furnished solely for the benefit of the Company and may
not be relied upon by third parties (other than by Fried, Frank, Harris, Shriver
and Jacobson, LLP the Company's United States counsel or by Trustee), except
with our prior written consent.

                                Sincerely yours,

                    Mijares, Angoitia, Cortes y Fuentes, S.C.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>y09865exv12w1.txt
<DESCRIPTION>EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                    Exhibit 12.1

                       RATIO OF EARNINGS TO FIXED CHARGES

      The following tables set forth our consolidated ratios of earnings to
fixed charges for each year in the five-year period ended December 31, 2004, in
accordance with Mexican GAAP and U.S. GAAP.

GRUPO TELEVISA, S.A.
RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF MEXICAN PESOS IN PURCHASING POWER AS OF DECEMBER 31, 2004)

<TABLE>
<CAPTION>
                                                                                                     DECEMBER
                                                                                                     --------
MEXICAN GAAP:                                                                     2000       2001      2002       2003      2004
- -------------                                                                   -------     -------   -------   -------    -------
<S>                                                                             <C>         <C>       <C>       <C>        <C>
EARNINGS:
  Pretax-income from continuing operations                                      1,751.4     2,880.7   1,160.9   4,450.5    6,131.4

  Add:

                  Fixed charges                                                 2,029.0     1,852.9   1,856.0   1,868.2    2,645.5
                  Amortization of capitalized interest (Property, plant and
                  equipment)                                                       77.7       151.5      81.1      80.4       76.5
                  Distributed income of equity investees                              -           -         -         -          -
                  Share of pre-tax losses of equity investees for which
                  charges arising from guarantees are included in fixed
                  charges                                                             -           -         -         -          -
  Subtract:

                  Interest capitalized                                                -           -         -         -          -
                  Minority interest in pre-tax income of subsidiaries that
                  have not incurred fixed charges                                 211.1        31.5     (75.3)   (127.3)    (231.8)
  Total:                                                                        3,647.0     4,853.6   3,173.3   6,526.4    9,085.2

FIXED CHARGES:
  Interest costs:

                  Expensed                                                      1,690.0     1,392.7   1,499.7   1,447.2    2,095.4
                  Capitalized                                                         -           -         -         -          -
  Total                                                                         1,690.0     1,392.7   1,499.7   1,447.2    2,095.4

  Amortization of debt expense and discount related to indebtedness                   -           -         -         -          -
  Rental expense                                                                  339.0       460.2     356.3     421.0      550.1
  Total                                                                         2,029.0     1,852.9   1,856.0   1,868.2    2,645.5
                                                                                =======     =======   =======   =======    =======
RATIO OF EARNINGS TO FIXED CHARGES                                                  1.8         2.6       1.7       3.4        3.4
                                                                                =======     =======   =======   =======    =======
Earnings were insufficient to cover fixed charges by
</TABLE>

<PAGE>

GRUPO TELEVISA, S.A.
RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF MEXICAN PESOS IN PURCHASING POWER AS OF DECEMBER 31, 2004)

<TABLE>
<CAPTION>
                                                                                                     DECEMBER
                                                                                                     --------
US GAAP:                                                                         2000      2001        2002       2003        2004
- --------                                                                       -------    -------     -------    -------    -------
<S>                                                                            <C>        <C>         <C>        <C>        <C>
EARNINGS:
  Pretax-income from continuing operations (under Mexican GAAP)                1,751.4    2,880.7     1,160.9    4,450.5    6,131.4

  Total adjustments under US GAAP:                                             1,172.2      (51.3)   (2,045.7)    (833.5)    (990.6)
  Subtract:

                    Deferred income taxes                                        102.1     (696.5)      623.4   (2,288.5)     249.4
                    Discontinued operations                                          -          -           -          -          -
                    Minority interest                                                -          -         8.8       (0.1)         -
  Sub-total adjustments under US GAAP:                                         1,070.1      645.2    (2.677.9)   1,455.1   (1,240.0)

  Subtract:

                    Employee Profit Sharing                                       21.7       24.9         4.5        5.8        6.5
                    Deferred Employees profit sharing                             40.1          -           -          -          -

  Add:

                    Fixed charges                                              2,029.0    1,852.9     1,856.0    1,868.2    2,645.5
                    Amortization of capitalized interest under US GAAP               -          -           -          -          -
                    Distributed income of equity investors                           -          -           -          -          -
                    Share of pre-tax losses of equity investees for which
                    charges arising from guarantees are included in fixed
                    charges                                                          -          -           -          -          -
  Subtract:

                    Interest capitalized                                             -          -           -          -          -
                    Minority interest in pre-tax income of subsidiaries that
                    have not incurred fixed charges                              211.1       31.5       (75.3)    (127.3)    (231.8)

  Total                                                                        4,577.6    5,322.4       409.8    7,895.3    7,762.2

FIXED CHARGES:
  Interest costs:

                    Expensed                                                   1,690.0    1,392.7     1,499.7    1,447.2    2,095.4
                    Capitalized                                                      -          -           -          -          -

  Amortization of debt expense and discount related to indebtedness                  -          -           -          -          -
  Rental expense                                                                 339.0      460.2       356.3      421.0      550.1
  Total                                                                        2,029.0    1,852.9     1,856.0    1,868.2    2,645.5
RATIO OF EARNINGS TO FIXED CHARGES                                                 2.3        2.9           -        4.3        2.9
Earnings were insufficient to cover fixed charges by                                                  1,446.2
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>8
<FILENAME>y09865exv21w1.txt
<DESCRIPTION>EX-21.1: LIST OF SUBSIDIARIES OF REGISTRANT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 21.1

        GRUPO TELEVISA'S SUBSIDIARIES, VARIABLE INTEREST ENTITIES, JOINT
                 VENTURES AND ASSCOIATES AS OF DECEMBER 31, 2004

<TABLE>
<CAPTION>
NAME OF COMPANY                                                                     COUNTRY OF INCORPORATION
- --------------------------------------------------------------------------------    ------------------------
<S>                                                                                 <C>
Corporativo Vasco de Quiroga, S.A. de C.V.......................................              Mexico
      Audiomaster 3000, S.A. de C.V.............................................              Mexico
      Corporatel, S.A. de C.V...................................................              Mexico
      Dibujos Animados Mexicanos Diamex, S.A. (*)...............................              Mexico
      Editorial Clio Libros y Videos, S.A. de C.V. (*)..........................              Mexico
      Eventicket, S.A. de C.V. (1)..............................................              Mexico
      Futbol del Distrito Federal, S.A. de C.V..................................              Mexico
      Grupo Comunicacion y Esfuerzo Comercial, S.A. de C.V......................              Mexico
      Impulsora del Deportivo Necaxa, S.A. de C.V...............................              Mexico
      Magical Entertainment, S. de R.L. de C.V.  (1)............................              Mexico
           En Vivo Espectaculos, S. de R.L.. de C.V. (1)........................              Mexico
      Mas Fondos, S.A. de C.V.  (*).............................................              Mexico
      Operadora Dos Mil, S.A. de C.V............................................              Mexico
      Promarca y Cia., S.A. de C.V..............................................              Mexico
      Promo-Certamen, S.A. de C.V...............................................              Mexico
      Radiotelefonia Movil Metropolitana, S.A. de C.V. (1)......................              Mexico

CVQ Espectaculos, S.A. de C.V...................................................              Mexico
      Club de Futbol America, S.A. de C.V.......................................              Mexico
      Nueva Generacion, S.A.....................................................              Mexico
      Real San Luis F.C., S.A. de C.V...........................................              Mexico
      Teatro de los Insurgentes, S.A. de C.V....................................              Mexico
      Videocine, S.A. de C.V....................................................              Mexico
           Coyoacan Films, S.A. de C.V. (*).....................................              Mexico

DTH Europa, S.A.................................................................              Spain

Editora Factum,  S.A. de C.V....................................................              Mexico
      BouncyNet, Inc. and subsidiary (*)........................................     United States of America
      Desarrollo Vista Hermosa, S.A. de C.V.....................................              Mexico
      Digital TV, S.A. de C.V...................................................              Mexico
      Empresas Cablevision, S.A. de C.V.........................................              Mexico
           Milar, S.A. de C.V...................................................              Mexico
                Argos Comunicacion, S.A. de C.V. (*)............................              Mexico
                Cablestar, S.A. de C.V..........................................              Mexico
                Cablevision, S.A. de C.V........................................              Mexico
                     Tercera Mirada, S.A. de C.V................................              Mexico
                Grupo Mexicano de Cable, S.A. de C.V............................              Mexico
                Integravision de Occidente, S.A. de C.V.........................              Mexico
                La Casa de la Risa, S.A. de C.V.................................              Mexico
                Servicios Cablevision, S.A. de C.V..............................              Mexico
                Tecnicable, S.A. de C.V.........................................              Mexico
                Telestar del Pacifico, S.A. de C.V..............................              Mexico
      Galavision DTH, S. de R.L. de C.V.........................................              Mexico
           Televisa DTH TechCo, Inc. ...........................................     United States of America
                DTH TechCo Partners (*).........................................     United States of America
           DTH, LLC.............................................................     United States of America
                Televisa MCOP Holdings, Inc. ...................................     United States of America
                    Sky Multi-Country Partners and subsidiaries (*).............     United States of America
      Mednet, S.A. de C.V. (*)..................................................              Mexico
      Metros Cubicos, S.A. de C.V. (*)..........................................              Mexico
      Queplan, S.A. de C.V.   (*)...............................................              Mexico

Editorial Televisa, S.A. de C.V.................................................              Mexico
      Editorial Delaware, S.A. de C.V...........................................              Mexico
           Editorial Televisa International, S.A................................              Mexico
                ET Publishing International, Inc................................     United States of America
                     Hispanic Publishing Associates, LLC........................     United States of America
           Editorial Televisa Puerto Rico, Inc. ................................           Puerto Rico
           Repremex Incorporated (1)............................................     United States of America
           Union Publishing Company, Inc. (1)...................................     United States of America
      Editorial Motorpress Televisa, S.A. de C.V................................              Mexico
      Editorial Televisa Argentina, S.A.........................................            Argentina
           Editorial Tucuman, S.A.C.I. y de M.S.................................            Argentina
      Editorial Televisa Chile, S.A.............................................              Chile
      Editorial Televisa Colombia, S.A..........................................            Colombia
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME OF COMPANY                                                                                     COUNTRY OF INCORPORATION
- ------------------------------------------------------------------------------------------------    ------------------------
<S>                                                                                                 <C>
      Editorial Televisa Peru, S.A..............................................................              Peru
      Editorial Televisa Venezuela, S.A.........................................................            Venezuela
      Vanipubli Ecuatoriana, S.A................................................................             Ecuador
      Venetel Servicios Publicitarios, S.A......................................................            Venezuela

En Vivo U.S. Holding, LLC.......................................................................    United States of America
      En Vivo U.S. Holding Company (1)..........................................................    United States of America
           CCE-Televisa Music Promotions, LLC (*)...............................................    United States of America
                Vivelo, Inc. (*)................................................................    United States of America

Esmas Holding, LLC (1)..........................................................................    United States of America
      Esmas I, LLC (1)..........................................................................    United States of America

Factum Mas, S.A. de C.V.........................................................................             Mexico
      Sky DTH, S. de R.L. de C.V................................................................             Mexico
           Innova Holdings, S. de R.L. de C.V...................................................             Mexico
                Innova, S. de R.L. de C.V. (2)..................................................             Mexico
                     Corporacion  Novaimagen, S. de R.L. de C.V.................................             Mexico
                     Corporacion  Novavision, S. de R.L. de C.V.................................             Mexico
                     Corporacion de Radio y Television del Norte de Mexico, S. de R.L. de C.V...             Mexico
                     Nova Call-Center, S. de R.L. de C.V........................................             Mexico
                     Servicios Corporativos de Telefonia, S. de R.L. de C.V.....................             Mexico
                     Servicios Novasat, S. de R.L. de C.V.......................................             Mexico
      Consorcio Portal, S.A. de C.V.............................................................             Mexico
           Comercio Mas, S.A. de C.V............................................................             Mexico
           Corporacion Mas, S.A. de C.V.........................................................             Mexico

Grupo Distribuidoras Intermex, S.A. de C.V......................................................             Mexico
      Distribuidora Panamex, S.A................................................................             Panama
      Atmore Investment, A.V.V..................................................................             Aruba
      Distribuidora Bolivariana, S.A............................................................             Peru
      Distribuidora de Revistas Bertran, S.A.C..................................................          Argentina
            Intercontinental Media, S.A.........................................................          Argentina
      Distribuidora Intermex, S.A. de C.V.......................................................             Mexico
      Distribuidora Televisa Chile, S.A.........................................................             Chile
           Distribuidora Alfa, S.A..............................................................             Chile
           Distribuidora San Joaquin, S.A.......................................................             Chile
      Easa Colombiana, S.A......................................................................            Colombia
           Editorial Momento, S.A...............................................................            Colombia
                Distribuidoras Unidas, S.A......................................................            Colombia
      Gonarmex, S.A. de C.V.....................................................................             Mexico
      Grupo America, S.A........................................................................             Panama
      Samra, S.A................................................................................             Ecuador
           Distribuidora Los Andes, S.A.........................................................             Ecuador
      Saral Publications, Inc. .................................................................    United States of America

Campus America, S.A. de C.V.....................................................................             Mexico
      Fonovisa Centroamerica, S.A. (1)..........................................................           Nicaragua
      Television Holdings USA, LLC..............................................................    United States of America
           Univision Communications, Inc. (*)...................................................    United States of America
      Televisa Pay-TV Venture, Inc. ............................................................    United States of America
           TuTv, LLC (*).......................................................................     United States of America

Promo-Industrias Metropolitanas, S.A. DE C.V....................................................             Mexico
      Telestar de Occidente, S.A. de C.V........................................................             Mexico
           Multimedios Santa Fe, S.A. de C.V....................................................             Mexico
                Recursos Corporativos Alameda, S.C..............................................             Mexico
                Producciones Nacionales Televisa, S.C...........................................             Mexico
                Proyectos Especiales Televisa, S.C..............................................             Mexico
      Grupo Editorial Metropolitano, S.A. de C.V................................................             Mexico

 Sistema Radiopolis, S.A. de C.V................................................................             Mexico
      Cadena Radiodifusora Mexicana, S.A. de C.V................................................             Mexico
           Radio Melodia, S.A. de C.V...........................................................             Mexico
           Radio Tapatia, S.A. de C.V...........................................................             Mexico
           X.E.Z.Z., S.A. de C.V................................................................             Mexico
      Radio Comerciales, S.A. de C.V............................................................             Mexico
      Radiotelevisora de Mexicali, S.A. de C.V..................................................             Mexico

Teleparabolas, S.L..............................................................................             Spain
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME OF COMPANY                                                                                     COUNTRY OF INCORPORATION
- ------------------------------------------------------------------------------------------------    ------------------------
<S>                                                                                                 <C>
Telesistema Mexicano, S.A. de C.V...............................................................             Mexico
      Altavista Sur Inmobiliaria, S.A. de C.V...................................................             Mexico
      Dimar, S.A. de C.V........................................................................             Mexico
      Estudio Sevilla 613, S.A. de C.V..........................................................             Mexico
      Inmobiliaria Amber, S.A. de C.V...........................................................             Mexico
      Inmobiliaria Rio de la Loza, S.A. de C.V..................................................             Mexico
      Imagen y Talento Internacional, S.A. de C.V...............................................             Mexico
      NMP Canal 1, S.A. De C.V..................................................................             Mexico
      Pico Tres Padres, S. de R.L. de C.V.......................................................             Mexico
      Teleinmobiliaria, S. de R.L. de C.V.......................................................             Mexico
      G. Televisa-D,  S.A. de C.V...............................................................             Mexico
      Terma, S.A. de C.V........................................................................             Mexico
      Televisa, S.A. de C.V.....................................................................             Mexico
           Endemol Mexico, S.A. de C.V. (*).....................................................             Mexico
           Espacio en Vinculacion, A. C.........................................................             Mexico
           Exposicion Universal de Mexico 2010, S.A. De C.V.....................................             Mexico
      Morning Glory Productions, S.A. de C.V....................................................             Mexico
           Televisa Internacional, LLC..........................................................    United States of America
      Televisa International Marketing Group, Inc...............................................    United States of America
      Visat, S.A. de C.V........................................................................             Mexico
      Televisa Mexico, Ltd......................................................................          Switzerland
           Videoserpel, Ltd.....................................................................          Switzerland
           Televisa Entretenimiento, S.A. de C.V................................................             Mexico
                Ocesa Entretenimiento, S.A. de C.V. and subsidiaries (*)........................             Mexico

Televisa Argentina, S.A.........................................................................           Argentina

Television Independiente de Mexico, S.A. de C.V.................................................             Mexico
      Bay City Television, Inc. ................................................................    United States of America
      Cadena de las Americas, S.A. de C.V.......................................................             Mexico
      Cadena Televisora del Norte, S.A. de C.V..................................................             Mexico
      Canal 23 de Ensenada, S.A. de C.V.........................................................             Mexico
      Canal XXI, S.A. de C.V....................................................................             Mexico
      Canales de Television Populares, S.A. de C.V..............................................             Mexico
      Compania Televisora de Leon Guanajuato, S.A. de C.V.......................................             Mexico
      Desarrollo Milaz, S.A. de C.V.............................................................             Mexico
      ECO Producciones, S.A. de C.V.............................................................             Mexico
      Editora San Angel, S.A. de C.V............................................................             Mexico
      Empresas Baluarte, S.A. de C.V............................................................             Mexico
      Grupo Administrativo Tijuana, S.A. de C.V.................................................             Mexico
      Radiotelevisora de Mexico Norte, S.A. de C.V..............................................             Mexico
      Radio Television, S.A. de C.V.............................................................             Mexico
      Telehermosillo, S.A. de C.V...............................................................             Mexico
      Televimex, S.A. de C.V....................................................................             Mexico
      Televisa Corporacion, S.A. de C.V.........................................................             Mexico
      Televisa Producciones, S.A. de  C.V.......................................................             Mexico
      Televisa Talento, S.A. de C.V.............................................................             Mexico
      Television de Puebla, S.A. de C.V.........................................................             Mexico
      Television del Golfo, S.A. de C.V.........................................................             Mexico
      Televisora de Calimex, S.A. de C.V........................................................             Mexico
      Televisora de Mexicali, S.A. de C.V.......................................................             Mexico
      Televisora de Navojoa, S.A................................................................             Mexico
      Televisora de Occidente, S.A. de C.V......................................................             Mexico
      Televisora del Golfo, S.A. de C.V.........................................................             Mexico
      Televisora del Yaqui, S.A. de C.V. (*)....................................................             Mexico
      Televisora Peninsular, S.A. de C.V........................................................             Mexico
      T.V. de los Mochis, S.A. de C.V...........................................................             Mexico
      Telemercado Alameda, S. de R.L. de C.V. (*) (1)...........................................             Mexico
      T.V. del Humaya, S.A. de C.V..............................................................             Mexico
      Transmisiones Nacionales de Television, S.A. de C.V.......................................             Mexico
      T.V. Conceptos, S.A. de C.V...............................................................             Mexico
      XHCC-TV Television, S.A. de C.V...........................................................             Mexico
</TABLE>

(*)   Joint Venture or Associates. Under Mexican GAAP and International
      Accounting Standard No. 28, paragraph 3, an "associate" is an enterprise
      in which the investor has significant influence and which is neither a
      subsidiary nor a joint venture of the investor.

(1)   Without current operations.

(2)   Variable Interest Entity. The Company and / or any of its subsidiaries is
      the primary beneficiary.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>9
<FILENAME>y09865exv23w3.txt
<DESCRIPTION>EX-23.3: CONSENTS OF PRICEWATERHOUSECOOPERS
<TEXT>
<PAGE>
                                                                    Exhibit 23.3

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form F-4 of Grupo Televisa, S.A. of our report dated March 18, 2005
relating to the consolidated financial statements which appears in Group
Televisa, S.A.'s Annual Report on Form 20-F for the year ended December 31,
2004. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.



PricewaterhouseCoopers, S.C.



C.P.C. Jose Miguel Arrieta Mendez



Mexico D.F.
June 12, 2005
<PAGE>
            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form F-4 of Grupo Televisa, S.A. of our report dated January 30,
2004, except for the restatement to December 31, 2004 constant pesos for which
the date is March 11, 2005, relating to the consolidated financial statements
of Innova, S. de R. L. de C.V., which appears in Grupo Televisa, S.A.'s Annual
Report on Form 20-F for the year ended December 31, 2004. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers, S.C.





Mexico D.F.
June 12, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>10
<FILENAME>y09865exv23w4.txt
<DESCRIPTION>EX-23.4: CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>
                                                                    Exhibit 23.4

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report, relating to the consolidated
financial statements and schedule of Univision Communications, Inc., dated
March 7, 2005, included in this Registration Statement and related Prospectus
(Form F-4) of Grupo Televisa, S.A. for the registration of $600 million
principal amount of 6.625% Senior Notes due 2025.

                                                          /s/ Ernst & Young LLP

New York, New York
June 10, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>11
<FILENAME>y09865exv25w1.txt
<DESCRIPTION>EX-25.1: STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1
<TEXT>
<PAGE>

                                                                    Exhibit 25.1

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [_]

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

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                   13-5160382
(State of incorporation                                    (I.R.S. employer
if not a U.S. national bank)                               identification no.)

One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                   (Zip code)

                           ---------------------------
                              GRUPO TELEVISA, S.A.
               (Exact name of obligor as specified in its charter)

United Mexican States                                      None
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.  Mexico
(Address of principal executive offices)                   (Zip code)

                      6.625% Senior Exchange Notes due 2025
                       (Title of the indenture securities)

================================================================================
<PAGE>

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

<TABLE>
<CAPTION>
               Name                                                        Address
- -------------------------------------------------------------------------------------------------
<S>                                                      <C>
Superintendent of Banks of the State of New York         One State Street, New York, N.Y.
                                                         10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York                         33 Liberty Street, New York, N.Y.  10045

Federal Deposit Insurance Corporation                    Washington, D.C.  20429

New York Clearing House Association                      New York, New York   10005
</TABLE>

      (b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(d).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1
            to Form T-1 filed with Registration Statement No. 33-29637 and
            Exhibit 1 to Form T-1 filed with Registration Statement No.
            333-121195.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 333-121195.)

                                     - 2 -

<PAGE>

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            333-106702.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.

                                     - 3 -

<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 9th day of June, 2005.

                                       THE BANK OF NEW YORK

                                       By: /S/ ROBERT A. MASSIMILLO
                                           ----------------------------
                                       Name:   ROBERT A. MASSIMILLO
                                       Title:  VICE PRESIDENT

                                     - 4 -

<PAGE>

                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2005,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                 Dollar Amounts
                                                                                  In Thousands
<S>                                                                              <C>
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ...................        $ 2,292,000
   Interest-bearing balances ............................................          7,233,000
Securities:
   Held-to-maturity securities ..........................................          1,831,000
   Available-for-sale securities ........................................         21,039,000
Federal funds sold and securities purchased under agreements to resell
   Federal funds sold in domestic offices ...............................          1,965,000
   Securities purchased under agreements to resell ......................            379,000
Loans and lease financing receivables:
   Loans and leases held for sale .......................................             35,000
   Loans and leases, net of unearned income .............................         31,461,000
   LESS: Allowance for loan and lease losses ............................            579,000
   Loans and leases, net of unearned income and allowance ...............         30,882,000
Trading Assets ..........................................................          4,656,000
Premises and fixed assets (including capitalized leases) ................            832,000
Other real estate owned .................................................                  0
Investments in unconsolidated subsidiaries and associated companies .....            269,000
Customers' liability to this bank on acceptances outstanding ............             54,000
Intangible assets:
</TABLE>

                                     - 5 -

<PAGE>

<TABLE>
<S>                                                                              <C>
   Goodwill ...........................................................            2,042,000
   Other intangible assets ............................................              740,000
Other assets ..........................................................            5,867,000
                                                                                 -----------
Total assets ..........................................................          $80,116,000
                                                                                 ===========
LIABILITIES
Deposits:
   In domestic offices ................................................          $34,241,000
   Noninterest-bearing ................................................           15,330,000
   Interest-bearing ...................................................           18,911,000
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ...........................................           25,464,000
   Noninterest-bearing ................................................              548,000
   Interest-bearing ...................................................           24,916,000
Federal funds purchased and securities sold under
     agreements to repurchase
   Federal funds purchased in domestic
     offices ..........................................................              735,000
   Securities sold under agreements to
     repurchase .......................................................              121,000
Trading liabilities ...................................................            2,780,000
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ..........................................            1,560,000
Not applicable
Bank's liability on acceptances executed and
   outstanding ........................................................               55,000
Subordinated notes and debentures .....................................            1,440,000
Other liabilities .....................................................            5,803,000
                                                                                 -----------
Total liabilities .....................................................          $72,199,000
                                                                                 ===========

Minority interest in consolidated
   subsidiaries .......................................................              141,000

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus ............................................................                    0
Common stock ..........................................................            1,135,000
Surplus (exclude all surplus related to preferred
   stock) .............................................................            2,088,000
Retained earnings .....................................................            4,643,000
Accumulated other comprehensive income ................................              -90,000
Other equity capital components .......................................                    0
Total equity capital ..................................................            7,776,000
                                                                                 -----------
Total liabilities, minority interest, and equity
   capital ............................................................          $80,116,000
                                                                                 ===========
</TABLE>

                                     - 6 -

<PAGE>

      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

      We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                                                  Directors

                                     - 7 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>12
<FILENAME>y09865exv99w1.txt
<DESCRIPTION>EX-99.1: FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                              LETTER OF TRANSMITTAL

                                OFFER TO EXCHANGE
   6.625% SENIOR EXCHANGE NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE
                       SECURITIES ACT OF 1933, AS AMENDED,
                 FOR ANY AND ALL OUTSTANDING 6.625% SENIOR NOTES
                                    DUE 2025
                                       OF
                              GRUPO TELEVISA, S.A.

              THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
  AT 5:00 P.M., NEW YORK CITY TIME, ON - , 2005 (THE "EXPIRATION DATE"), UNLESS
             EXTENDED BY GRUPO TELEVISA, S.A. IN ITS SOLE DISCRETION

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                              THE BANK OF NEW YORK

<TABLE>
<S>                                      <C>                              <C>
By Registered Mail or Overnight Carrier:     Facsimile Transmission:           By Hand Delivery:
         The Bank of New York            (for eligible institutions only)    The Bank of New York
      Corporate Trust Operations                  (212) 298-1915          Corporate Trust Operations
        Reorganization Section                                              Reorganization Section
      101 Barclay Street, 7 East              Confirm by Telephone:       101 Barclay Street, 7 East
       New York, New York 10286                   (212) 815-3750           New York, New York 10286
          Attention: Kin Lau                                                  Attention: Kin Lau
</TABLE>

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.

      The undersigned acknowledges receipt of the prospectus, dated -, 2005
(the "Prospectus"), of Grupo Televisa, S.A. ("Televisa"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe Televisa's
offer (the "Exchange Offer") to exchange its 6.625% Senior Exchange Notes due
2025 (the "Exchange Notes"), which have been registered under the Securities
Act, for each of its outstanding 6.625% Senior Notes due 2025 (the "Outstanding
Notes") from the holders thereof.

      The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes are freely transferable by holders thereof
(except as provided herein or in the Prospectus).

      Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.

      YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

      The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.

      PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.

<PAGE>

      List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
aggregate principal amounts should be listed on a separate signed schedule
affixed hereto.

                              DESCRIPTION OF NOTES

<TABLE>
<CAPTION>
NAME(s) AND ADDRESS(es) OF
   REGISTERED HOLDER(s)       CERTIFICATE    AGGREGATE PRINCIPAL     PRINCIPAL AMOUNT
     (PLEASE FILL IN)          NUMBER(s)*    AMOUNT REPRESENTED**        TENDERED**
- --------------------------    -----------    --------------------    ----------------
<S>                           <C>            <C>                     <C>
__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

__________________________    ___________    ____________________    ________________

TOTAL PRINCIPAL AMOUNT OF     ___________    ____________________    ________________
NOTES
</TABLE>

*     Need not be completed by holders delivering by book-entry transfer (see
      below).

**    Outstanding Notes may be tendered in whole or in part in minimum
      denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in
      excess thereof. All Outstanding Notes held shall be deemed tendered unless
      a lesser number is specified in this column.  See instruction 4.

      Holders of Outstanding Notes whose Outstanding Notes are not immediately
available or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus.

      Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Outstanding Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Outstanding Notes are held of
record by The Depository Trust Company ("DTC").

                                       2
<PAGE>

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
      THE BOXES BELOW.

[ ]   CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING NOTES ARE
      ENCLOSED HEREWITH.

[ ]   CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
      TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
      THE DTC AND COMPLETE THE FOLLOWING:

      Name of Tendering Institution:____________________________________________

      Account Number with DTC:__________________________________________________

      Transaction Code Number:__________________________________________________

[ ]   CHECK HERE IF YOU TENDERED BY BOOK-ENTRY TRANSFER AND DESIRE ANY
      NON-EXCHANGED NOTES TO BE RETURNED TO YOU BY CREDITING THE
      BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

                           USE OF GUARANTEED DELIVERY
                               (SEE INSTRUCTION 1)

      To be completed only if tendered notes are being delivered pursuant to a
      notice of guaranteed delivery previously sent to the exchange agent.
      Complete the following (please enclose a photocopy of such notice of
      guaranteed delivery):

      Name of Registered Holder(s):_____________________________________________

      Window Ticket Number (if any):____________________________________________

      Date of Execution of the Notice of Guaranteed Delivery:___________________

      Name of Eligible Institution that Guaranteed Delivery:____________________

            If Delivered By Book-Entry Transfer, Complete The Following:

      Name of Tendering Institution:____________________________________________

      Account Number at DTC:____________________________________________________

      Transaction Code Number:__________________________________________________

                              BROKER-DEALER STATUS

[ ]   Check here if you are a broker-dealer that acquired your tendered notes
      for your own account as a result of market-making or other trading
      activities and wish to receive 10 additional copies of the Prospectus and
      any amendments or supplements thereto.

      Name:_____________________________________________________________________

      Address:__________________________________________________________________

NOTE: SIGNATURES MUST BE PROVIDED BELOW

                                       3
<PAGE>

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Televisa the principal amount of the Outstanding
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of all or any portion of the Outstanding Notes tendered herewith in
accordance with the terms and conditions of the Exchange Offer (including, if
the Exchange Offer is extended or amended, the terms and conditions of any such
extension or amendment), the undersigned hereby exchanges, assigns and transfers
to, or upon the order of, Televisa all right, title and interest in and to such
Outstanding Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of Televisa, in connection with the
Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and
exchanged.

      The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Outstanding Notes and to
acquire Exchange Notes issuable upon the exchange of such tendered Outstanding
Notes, and that, when the same are accepted for exchange, Televisa will acquire
good and unencumbered title to the tendered Outstanding Notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Televisa to be
necessary or desirable to complete the exchange, assignment and transfer of the
tendered Outstanding Notes or transfer ownership of such Outstanding Notes on
the account books maintained by the book-entry transfer facility. The
undersigned further agrees that acceptance of any and all validly tendered
Outstanding Notes by Televisa and the issuance of Exchange Notes in exchange
therefor shall constitute performance in full by Televisa of its obligations
under the Registration Rights Agreements, dated March 18, 2005, and May 26,
2005, among Televisa and Credit Suisse First Boston LLC and Citigroup Global
Markets Inc. (the "Registration Rights Agreement"), and that Televisa shall have
no further obligations or liabilities thereunder. The undersigned will comply
with its obligations under the Registration Rights Agreement. The undersigned
has read and agrees to all terms of the Exchange Offer.

      The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by Televisa), as more particularly set forth in the Prospectus,
Televisa may not be required to exchange any of the Outstanding Notes tendered
hereby and, in such event, the Outstanding Notes not exchanged will be returned
to the undersigned at the address shown above, promptly following the expiration
or termination of the Exchange Offer. In addition, Televisa may amend the
Exchange Offer at any time prior to the Expiration Date if any of the conditions
set forth under "The Exchange Offer -- Conditions" occur.

      The undersigned understands that tenders of Outstanding Notes pursuant to
any one of the procedures described in the Prospectus and in the instructions
attached hereto will, upon Televisa's acceptance for exchange of such tendered
Outstanding Notes, constitute a binding agreement between the undersigned and
Televisa upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under circumstances set forth in the Prospectus,
Televisa may not be required to accept for exchange any of the Outstanding
Notes.

      By tendering Outstanding Notes and executing this Letter of Transmittal,
the undersigned represents that (1) the Exchange Notes acquired pursuant to the
exchange offer are being acquired in the ordinary course of business of the
undersigned, (2) the undersigned is not engaging in and does not intend to
engage in a distribution of the Exchange Notes, (3) the undersigned does not
have an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes, (4) the undersigned is not an "affiliate"
of Grupo Televisa, S.A. or the guarantors within the meaning of Rule 405 under
the Securities Act of 1933, as amended, and (5) the undersigned is not acting on
behalf of any person who could not truthfully make the foregoing
representations. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a Prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a Prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. If the undersigned is a
person in the United Kingdom, the undersigned represents that its ordinary
activities involve it in acquiring, holding, managing or disposing of

                                        4
<PAGE>

investments (as principal or agent) for the purposes of its business.

      Any holder of Outstanding Notes using the Exchange Offer to participate in
a distribution of the Exchange Notes (i) cannot rely on the position of the
staff of the Securities and Exchange Commission enunciated in its interpretive
letter with respect to Exxon Capital Holdings Corporation (available May 13,
1988) or similar interpretive letters and (ii) must comply with the registration
and Prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction.

      All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at
any time prior to the Expiration Date in accordance with the terms of this
Letter of Transmittal. Except as stated in the Prospectus, this tender is
irrevocable.

      Certificates for all Exchange Notes delivered in exchange for tendered
Outstanding Notes and any Outstanding Notes delivered herewith but not
exchanged, and registered in the name of the undersigned, shall be delivered to
the undersigned at the address shown below the signature of the undersigned.

      The undersigned, by completing the box entitled "Description of
Outstanding Notes Tendered Herewith" above and signing this letter, will be
deemed to have tendered the Outstanding Notes as set forth in such box.

                                        5

<PAGE>

                                PLEASE SIGN HERE

                  (To Be Completed By All Tendering Holders of
                  Outstanding Notes Regardless of Whether Notes
       Are Being Physically Delivered Herewith, unless an Agent's Message
      Is Delivered in Connection with a Book-Entry Transfer of Such Notes)

This Letter of Transmittal must be signed by the registered holder(s) of
Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for
Outstanding Notes or on a security position listing, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this Letter of Transmittal. If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to the exchange
agent of such person's authority to so act. See Instruction 5 below.

            If the signature appearing below is not of the registered holder(s)
of the Outstanding Notes, then the registered holder(s) must sign a valid power
of attorney.

X________________________________________________________________________

X________________________________________________________________________

                Signature(s) of Holder(s) or Authorized Signatory

Dated_______________________________

Name(s)___________________________________________

       ___________________________________________

       Capacity________________________________________________

       Address_________________________________________________

                              (Including Zip Code)

Area Code and Telephone No.____________________________________

                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

        SIGNATURE GUARANTEE (If required - see Instructions 2 and 5 below)

         Certain Signatures Must be Guaranteed by a Signature Guarantor

    _________________________________________________________________________

             (Name of Signature Guarantor Guaranteeing Signatures)

    _________________________________________________________________________

    (Address (including zip code) and Telephone Number (including area code)
                                    of Firm)

    _________________________________________________________________________

                             (Authorized Signature)

    _________________________________________________________________________

                                 (Printed Name)

    _________________________________________________________________________

                                    (Title)

Dated_______________________________

                                        6

<PAGE>

                          SPECIAL ISSUANCE INSTRUCTIONS

                         (SEE INSTRUCTIONS 4 THROUGH 7)

To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered are to be issued in the name of, or Exchange Notes issued pursuant
to the exchange offer are to be issued in the name of, someone other than the
person or persons whose name(s) appear(s) within this Letter of Transmittal or
issued to an address different from that shown in the box entitled "Description
of Notes" within this Letter of Transmittal.

Issue: [ ] Exchange Notes                     [ ] Outstanding Notes

       (Complete as applicable)

NAME____________________________________________________________________________
                          (PLEASE PRINT)

ADDRESS_________________________________________________________________________
                          (PLEASE PRINT)

________________________________________________________________________________
                                                                      (ZIP CODE)

                  TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
                        (SEE SUBSTITUTE FORM W-9 HEREIN)

Credit Outstanding Notes not tendered, but represented by certificates
tendered by this Letter of Transmittal, by book-entry transfer to:

[ ] The Depository Trust Company

[ ] ________________________________

Account Number __________________________________

Credit Exchange Notes issued pursuant to the exchange offer by book-entry
transfer to:

[ ] The Depository Trust Company

[ ] ________________________________

Account Number ___________________________

                          SPECIAL DELIVERY INSTRUCTIONS

                         (SEE INSTRUCTIONS 4 THROUGH 7)

To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered, or Exchange Notes, are to be sent to someone other than the person
or persons whose name(s) appear(s) within this Letter of Transmittal to an
address different from that shown in the box entitled "Description of Notes"
within this Letter of Transmittal.

Deliver: [ ] Exchange Notes                    [ ] Outstanding Notes

       (Complete as applicable)

NAME____________________________________________________________________________
                                 (PLEASE PRINT)

ADDRESS_________________________________________________________________________
                                 (PLEASE PRINT)

 _______________________________________________________________________________
                                   (ZIP CODE)

Is this a permanent address change?

[ ] Yes   [ ]  No  (check one box)

                                        7

<PAGE>

                      INSTRUCTIONS TO LETTER OF TRANSMITTAL
                    FORMING PART OF THE TERMS AND CONDITIONS
                              OF THE EXCHANGE OFFER

      1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES. This Letter of
Transmittal is to be completed by holders of Outstanding Notes if certificates
representing such notes are to be forwarded herewith, or, unless an agent's
message is utilized, if delivery of such certificates is to be made by
book-entry transfer to the account maintained by DTC, pursuant to the procedures
set forth in the Prospectus under "The Exchange Offer -- Procedures for
Tendering." For a holder to properly tender notes pursuant to the exchange
offer, a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), together with any signature guarantees and
any other documents required by these Instructions, or a properly transmitted
agent's message in the case of a book entry transfer, must be received by the
Exchange Agent at its address set forth herein on or prior to the expiration
date, and either (1) certificates representing such notes must be received by
the exchange agent at its address, or (2) such notes must be transferred
pursuant to the procedures for book-entry transfer described in the Prospectus
under "The Exchange Offer -- Book-Entry Transfer" and a book-entry confirmation
must be received by the exchange agent on or prior to the expiration date. A
holder who desires to tender notes and who cannot comply with procedures set
forth herein for tender on a timely basis or whose notes are not immediately
available must comply with the guaranteed delivery procedures discussed below.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING
NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION
AND SOLE RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR
SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
OF THE EXCHANGE OFFER. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER.
HOLDERS SHOULD NOT SEND ANY NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED
DOCUMENT TO TELEVISA.

      If a holder desires to tender notes pursuant to the exchange offer and (1)
certificates representing such notes are not immediately available, (2) time
will not permit such holder's Letter of Transmittal, certificates representing
such notes or other required documents to reach the exchange agent on or prior
to the expiration date, or (3) the procedures for book-entry transfer (including
delivery of an agent's message) cannot be completed on or prior to the
expiration date, such holder may nevertheless tender such notes with the effect
that such tender will be deemed to have been received on or prior to the
expiration date if the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures" are
followed. Pursuant to such procedures, (1) the tender must be made by or through
an eligible guarantor institution (as defined in Instruction 2 below), (2) a
properly completed and duly executed notice of guaranteed delivery,
substantially in the form provided by Televisa herewith, or an agent's message
with respect to a guaranteed delivery that is accepted by Televisa, must be
received by the exchange agent on or prior to the expiration date, and (3) the
certificates for the tendered notes, in proper form for transfer (or a
book-entry confirmation of the transfer of such notes into the exchange agent's
account at DTC as described in the Prospectus) together with a Letter of
Transmittal (or manually signed facsimile thereof) properly completed and duly
executed, with any required signature guarantees and any other documents
required by the Letter of Transmittal, or a properly transmitted agent's
message, must be received by the exchange agent within three New York Stock
Exchange, Inc. trading days after the execution of the notice of guaranteed
delivery.

      Upon request to the exchange agent, a notice of guaranteed delivery will
be sent to holders who wish to tender their Outstanding Notes according to the
guaranteed delivery procedures set forth above.

      2. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal or a
notice of withdrawal must be guaranteed by a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or by an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act
of 1934, as amended (banks; brokers and dealers; credit unions; national
securities exchanges; registered securities associations; learning agencies; and
savings associations) unless the notes tendered hereby are tendered (1) by a
registered holder of notes (or by a participant in DTC whose name appears on a
security position listing as the owner

                                        8

<PAGE>

of such notes) who has not completed any of the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions," on the Letter of Transmittal,
or (2) for the account of an "eligible guarantor institution." If the notes are
registered in the name of a person other than the person who signed the Letter
of Transmittal or if notes not tendered are to be returned to, or are to be
issued to the order of, a person other than the registered holder or if notes
not tendered are to be sent to someone other than the registered holder, then
the signature on this Letter of Transmittal accompanying the tendered notes must
be guaranteed as described above. Beneficial owners whose notes are registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender notes. See "The Exchange Offer -- Procedures
for Tendering Outstanding Notes," in the Prospectus.

      3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the Prospectus,
tenders of notes may be withdrawn at any time on or prior to the expiration
date. For a withdrawal of tendered notes to be effective, a written or facsimile
transmission notice of withdrawal must be received by the exchange agent on or
prior to the expiration date at its address set forth on the cover of this
Letter of Transmittal. Any such notice of withdrawal must (1) specify the name
of the person who tendered the notes to be withdrawn, (2) identify the notes to
be withdrawn, including the certificate number or numbers shown on the
particular certificates evidencing such notes (unless such notes were tendered
by book-entry transfer) and the aggregate principal amount represented by such
notes, and (3) be signed by the holder of such notes in the same manner as the
original signature on the Letter of Transmittal by which such notes were
tendered (including any required signature guarantees), or be accompanied by (i)
documents of transfer sufficient to have the trustee register the transfer of
the notes into the name of the person withdrawing such notes, and (ii) a
properly completed irrevocable proxy authorizing such person to effect such
withdrawal on behalf of such holder. If the notes to be withdrawn have been
delivered or otherwise identified to the exchange agent, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of such
withdrawal even if physical release is not yet effected.

      Any permitted withdrawal of notes may not be rescinded. Any notes properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
exchange offer. However, properly withdrawn notes may be retendered by following
one of the procedures described in the Prospectus under the caption "The
Exchange Offer -- Procedures for Tendering" at any time prior to the expiration
date.

      4. PARTIAL TENDERS. Tenders of notes pursuant to the exchange offer will
be accepted only in principal amounts of at least U.S.$100,000 and in integral
multiples of U.S.$1,000 in excess thereof. If less than the entire principal
amount of any notes evidenced by a submitted certificate is tendered, the
tendering holder must fill in the principal amount tendered in the last column
of the box entitled "Description of Notes" herein. The entire principal amount
represented by the certificates for all notes delivered to the exchange agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all notes held by the holder is not tendered, certificates
for the principal amount of notes not tendered and Exchange Notes issued in
exchange for any notes tendered and accepted will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at DTC designated herein)
to the holder unless otherwise provided in the appropriate box on this Letter of
Transmittal (see Instruction 6), as soon as practicable following the expiration
date.

      5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Outstanding Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of certificates without
alteration, enlargement or change whatsoever. If this Letter of Transmittal is
signed by a participant in DTC whose name is shown as the owner of the notes
tendered hereby, the signature must correspond with the name shown on the
security position listing the owner of the notes.

      If any of the notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many copies of this Letter of
Transmittal and any necessary accompanying documents as there are different
names in which certificates are held.

                                        9

<PAGE>

      If this Letter of Transmittal is signed by the holder, and the
certificates for any principal amount of notes not tendered are to be issued (or
if any principal amount of notes that is not tendered is to be reissued or
returned) to or, if tendered by book-entry transfer, credited to the account of
DTC of the registered holder, and Exchange Notes exchanged for Outstanding Notes
in connection with the exchange offer are to be issued to the order of the
registered holder, then the registered holder need not endorse any certificates
for tendered notes nor provide a separate bond power. In any other case
(including if this Letter of Transmittal is not signed by the registered
holder), the registered holder must either properly endorse the certificates for
notes tendered or transmit a separate properly completed bond power with this
Letter of Transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such notes, and, with respect to a participant
in DTC whose name appears on a security position listing as the owner of notes,
exactly as the name(s) of the participant(s) appear(s) on such security position
listing), with the signature on the endorsement or bond power guaranteed by a
signature guarantor or an eligible guarantor institution, unless such
certificates or bond powers are executed by an eligible guarantor institution.
See Instruction 2.

      Endorsements on certificates for notes and signatures on bond powers
provided in accordance with this Instruction 5 by registered holders not
executing this Letter of Transmittal must be guaranteed by an eligible
institution. See Instruction 2.

      If this Letter of Transmittal or any certificates representing notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the exchange agent of their authority so to act
must be submitted with this Letter of Transmittal.

      6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders
should indicate in the applicable box or boxes the name and address to which
notes for principal amounts not tendered or Exchange Notes exchanged for
Outstanding Notes in connection with the exchange offer are to be issued or
sent, if different from the name and address of the holder signing this Letter
of Transmittal. In the case of issuance in a different name, the
taxpayer-identification number of the person named must also be indicated. If no
instructions are given, notes not tendered will be returned to the registered
holder of the notes tendered. For holders of notes tendered by book-entry
transfer, notes not tendered will be returned by crediting the account at DTC
designated above.

      7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Each tendering
holder is required to provide the exchange agent with its correct taxpayer
identification number, which, in the case of a holder who is an individual, is
his or her social security number. If the exchange agent is not provided with
the correct taxpayer identification number, the holder may be subject to backup
withholding and a U.S.$50 penalty imposed by the Internal Revenue Service. If
withholding results in an over-payment of taxes, a refund may be obtained.
Certain holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on substitute Form W-9" for additional instructions.

      To prevent backup withholding, each holder tendering Outstanding Notes
must provide such holder's correct taxpayer identification number by completing
the Substitute Form W-9, certifying that the taxpayer identification number
provided is correct (or that such holder is awaiting a taxpayer identification
number), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the outstanding notes are registered in more than one name or are not in the
name of the actual owner, consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for information on which tax payer
identification number to report.

      Televisa reserves the right in its sole discretion to take whatever steps
are necessary to comply with its obligation regarding backup withholding.

      8. TRANSFER TAXES. Televisa will pay all transfer taxes, if any, required
to be paid by Televisa in connection with the exchange of the Outstanding

                                       10

<PAGE>

Notes for the Exchange Notes. If, however, Exchange Notes, or Outstanding Notes
for principal amounts not tendered or accepted for exchange, are to be delivered
to, or are to be issued in the name of, any person other than the registered
holder of the Outstanding Notes tendered, or if a transfer tax is imposed for
any reason other than the exchange of the Outstanding Notes in connection with
the exchange offer, then the amount of any transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of the transfer taxes or exemption therefrom
is not submitted with the Letter of Transmittal, the amount of such transfer
taxes will be billed directly to the tendering holder.

      9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any holder
whose Exchange Notes have been mutilated, lost, stolen or destroyed should
contact the exchange agent at the address indicated above for further
instructions.

      10. IRREGULARITIES. All questions as to the validity, form, eligibility,
time of receipt, acceptance and withdrawal of any tenders of notes pursuant to
the procedures described in the Prospectus and the form and validity of all
documents will be determined by Televisa, in its sole discretion, which
determination shall be final and binding on all parties. Televisa reserves the
absolute right, in its sole discretion, to reject any or all tenders of any
notes determined by it not to be in proper form or the acceptance of which may,
in the opinion of Televisa's counsel, be unlawful. Televisa also reserves the
absolute right, in its sole discretion, to waive or amend any of the conditions
of the exchange offer or to waive any defect or irregularity in the tender of
any particular notes, whether or not similar defects or irregularities are
waived in the case of other tenders. Televisa's interpretations of the terms and
conditions of the exchange offer (including, without limitation, the
instructions in this Letter of Transmittal) shall be final and binding. No
alternative, conditional or contingent tenders will be accepted. Unless waived,
any irregularities in connection with tenders must be cured within such time as
Televisa shall determine. None of Televisa, the exchange agent or any other
person will be under any duty to give notification of any defects or
irregularities in such tenders or will incur any liability to holders for
failure to give such notification. Tenders of such notes shall not be deemed to
have been made until such irregularities have been cured or waived. Any notes
received by the exchange agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
exchange agent to the tendering holders, unless such holders have otherwise
provided herein, promptly following the expiration date.

      11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
exchange agent at the address and telephone number set forth above. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the exchange offer.

      IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                                       11
<PAGE>

                       PAYER'S NAME: THE BANK OF NEW YORK

<Table>
<S>        <C>                          <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE     _______________________________________
FORM W-9   YOUR TIN IN THE BOX AT           Social Security Number(s)
           RIGHT AND CERTIFY                            OR
           BY SIGNING AND DATING BELOW.   Employer Identification Number(s)

DEPARTMENT PART 2 -- CERTIFICATION --   PART 3 --
OF THE     Under Penalties of Perjury,
TREASURY   I certify that:

INTERNAL   (1) The number shown on this Awaiting TIN [ ]
REVENUE        form is my correct
SERVICE        taxpayer identification
               number (or I am waiting
               for a number to be
               issued to me), and

PAYER'S    (2) I am not subject to
REQUEST        backup withholding
FOR            because: (a) I am exempt
TAXPAYER       from backup withholding,
IDENTIFIC-     (b) I have not been
ATION          notified by the Internal
NUMBER         Revenue Service (the
("TIN")        "IRS") that I am subject
               to backup withholding as
               a result of a failure to
               report all interest or
               dividends, or (c) the
               IRS has notified me that
               I am  no longer subject
               to backup withholding.
</Table>

CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are subject to backup withholding you receive
another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).

SIGNATURE _____________________________ DATE ___________________________________

NAME (please print) ____________________________________________________________

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.

            CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty days, such retained
amounts shall be remitted to the IRS as backup withholding.

SIGNATURE _____________________________ DATE ___________________________________

NAME (please print) ____________________________________________________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP
      WITHHOLDING AND A U.S.$50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE.
      PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                       12
<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

      GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE
(YOU) TO GIVE THE PAYER. --

Social security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employee identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer. All "Section" references are to the Internal Revenue Code of
1986, as amended. "IRS" is the Internal Revenue Service.

<TABLE>
<CAPTION>
                                                       GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:                                    NUMBER OF --
- ------------------------------------------------     ----------------------------
<S>                                                  <C>
1. Individual                                        The individual

2. Two or more individuals (joint account)           The actual owner of the
                                                     account or, if combined
                                                     funds, the first individual
                                                     on the account(1)

3. Custodian account of a minor (Uniform Gift to     The minor(2)
   Minors Act)

4. a. The usual revocable savings trust account      The grantor trustee(1)
      (grantor is also trustee)

   b. So-called trust account that is not a legal    The actual owner(1)
      or valid trust under state law

5. Sole proprietorship                               The owner(1)
</TABLE>

<TABLE>
<CAPTION>
                                                              GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT:                                IDENTIFICATION NUMBER OF --
- -------------------------                                ---------------------------
<S>                                                      <C>
 6. Sole proprietorship                                      The owner(1)

 7. A valid trust, estate, or pension trust                  The legal entity(4)

 8. Corporate                                                The corporation

 9. Association, club, religious,                            The organization
    charitable, educational, or other tax-
    exempt organization account

10. Partnership                                              The partnership

11. A broker or registered nominee                           The broker or nominee

12. Account with the Department of                           The public entity
    Agriculture in the name of a public
    entity (such as a state or local
    government, school district, or
    prison) that receives agricultural
    program payments
</TABLE>

1 List first and circle the name of the person whose number you furnish. If only
  one person on a joint account has a social security number, that person's
  number must be furnished.

2 Circle the minor's name and furnish the minor's social security number.

3 You must show your individual name, but you may also enter your business or
  "doing business as" name. You may use either your social security number or
  your employer identification number (if you have one).

4 List first and circle the name of the legal trust, estate, or pension trust.
  (Do not furnish the taxpayer identification number of the personal
  representative or trustee unless the legal entity itself is not designated in
  the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

   Payees specifically exempted from withholding include:

- -     An organization exempt from tax under Section 501(a), an individual
      retirement account (IRA), or a custodial account under Section 403(b)(7),
      if the account satisfies the requirements of Section 401(f)(2).

- -     The United States or a state thereof, the District of Columbia, a
      possession of the United States, or a political subdivision or wholly-
      owned agency or instrumentality of any one or more of the foregoing.

- -     An international organization or any agency or instrumentality thereof.

- -     A foreign government and any political subdivision, agency or
      instrumentality thereof.

   Payee that may be exempt from backup withholding include:

- -     A corporation.

- -     A financial institution.

- -     A dealer in securities or commodities required to register in the United
      States, the District of Columbia, or a possession of the United States.

- -     A real estate investment trust.

- -     A common trust fund operated by a bank under Section 584(a).

- -     An entity registered at all times during the tax year under the Investment
      Company Act of 1940.

- -     A middleman known in the investment community as a nominee or who is
      listed in the most recent publication of the American Society of Corporate
      Secretaries, Inc., Nominee List.

- -     A futures commission merchant registered with the Commodity Futures
      Trading Commission.

- -     A foreign central bank of issue.

      Payments of dividends and patronage dividends generally exempt from backup
withholding include:

- -     Payments to nonresident aliens subject to withholding under Section 1441.

- -     Payments to partnerships not engaged in a trade or business in the United
      States and that have at least one nonresident alien partner.

- -     Payments of patronage dividends not paid in money.

- -     Payments made by certain foreign organizations.

- -     Section 404(k) payments made by an ESOP.

      Payments of interest generally exempt from backup withholding include:

- -     Payments of interest on obligations issued by individuals. Note: You may
      be subject to backup withholding if this interest is $600 or more and you
      have not provided your correct taxpayer identification number to the
      payer.

- -     Payments of tax-exempt interest (including exempt-interest dividends under
      Section 852).

- -     Payments described in Section 6049(b)(5) to nonresident aliens.

- -     Payments on tax-free covenant bonds under Section 1451.

- -     Payments made by certain foreign organizations.

- -     Mortgage interest paid to you.

      Certain payments, other than payments of interest, dividends, and
patronage dividends, that are exempt from information reporting are also exempt
from backup withholding. For details, see the regulations under sections 6041,
6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

PRIVACY ACT NOTICE -- Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold up to 28% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.

PENALTIES

(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

   FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
   REVENUE SERVICE.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>13
<FILENAME>y09865exv99w2.txt
<DESCRIPTION>EX-99.2: FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

                          NOTICE OF GUARANTEED DELIVERY

                             TO TENDER FOR EXCHANGE
                          6.625% SENIOR NOTES DUE 2025
                                       OF
                              GRUPO TELEVISA, S.A.

              THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
  AT 5:00 P.M., NEW YORK CITY TIME, ON - , 2005 (THE "EXPIRATION DATE"), UNLESS
             EXTENDED BY GRUPO TELEVISA, S.A. IN ITS SOLE DISCRETION

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                              THE BANK OF NEW YORK

<TABLE>
<S>                                        <C>                                <C>
By Registered Mail or Overnight Carrier:        Facsimile Transmission:            By Hand Delivery:
         The Bank of New York              (for eligible institutions only)      The Bank of New York
      Corporate Trust Operations                    (212) 298-1915            Corporate Trust Operations
        Reorganization Section                                                  Reorganization Section
      101 Barclay Street, 7 East                 Confirm by Telephone:        101 Barclay Street, 7 East
       New York, New York 10286                     (212) 815-3750             New York, New York 10286
          Attention: Kin Lau                                                      Attention: Kin Lau
</TABLE>

      FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (212)
815-3750, OR BY FACSIMILE AT (212) 298-1915.

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

      Registered holders of outstanding 6.625% Senior Notes due 2025 (the
"Outstanding Notes") who wish to tender their Outstanding Notes in exchange for
a like principal amount of 6.625% Senior Exchange Notes due 2025 (the "Exchange
Notes") may use this Notice of Guaranteed Delivery or one substantially
equivalent hereto to tender Outstanding Notes pursuant to the Exchange Offer (as
defined below) if: (1) their Outstanding Notes are not immediately available or
(2) they cannot deliver their Outstanding Notes (or a confirmation of book-entry
transfer of Outstanding Notes into the account of the Exchange Agent at The
Depository Trust Company), the Letter of Transmittal or any other documents
required by the Letter of Transmittal to the Exchange Agent prior to the
Expiration Date or (3) they cannot complete the procedure for book-entry
transfer on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand or sent by facsimile transmission or mail to the Exchange Agent. See
"The Exchange Offer-Procedures for Tendering" in the prospectus dated -, 2005
(the "Prospectus"), which together with the related Letter of Transmittal
constitutes the "Exchange Offer" of Grupo Televisa, S.A.

<PAGE>

Ladies and Gentlemen:

            The undersigned hereby tenders the principal amount of Outstanding
Notes indicated below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and the Letter of Transmittal, upon the terms and subject to
the conditions contained in the Prospectus and the Letter of Transmittal,
receipt of which is hereby acknowledged.

            All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.

                            PLEASE SIGN AND COMPLETE

Signature(s) of Registered Holder(s)      Date: _______________________________
or Authorized Signatory:

______________________________________    Address: ____________________________

______________________________________    _____________________________________

______________________________________    Area Code and Telephone No.:

Name(s) of Registered Holder(s): _____
                                          _____________________________________
______________________________________

______________________________________    If Notes will be delivered by
                                          book-entry transfer, provide
                                          information below:
Principal Amount of Notes Tendered*:
                                          Name of Tendering
______________________________________    Institution: ________________________

______________________________________
                                          Depositary
Certificate No.(s) of Notes               Account No. with DTC: _______________
(if available):

______________________________________
                                          Transaction Code Number:_____________

* Must be in minimum denominations of U.S.$100,000 and integral multiples of
U.S.$1,000 in excess thereof

This notice of guaranteed delivery must be signed by the registered holder(s)
exactly as their name(s) appear(s) on certificate(s) for notes or on a security
position listing as the owner of notes, or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted with this notice
of guaranteed delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:

                      Please print name(s) and address(es)

Name(s): ______________________________________________________________________
_______________________________________________________________________________
Capacity: _____________________________________________________________________
Address(es): __________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

                                       2
<PAGE>

      DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
OR PROPERLY TRANSMITTED AGENT'S MESSAGE.

                      THE GUARANTEE BELOW MUST BE COMPLETED

                                    GUARANTEE

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

      The undersigned, an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended,
hereby guarantees that the notes to be tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the prospectus under "The
Exchange Offer -- Guaranteed Delivery Procedures"), and that the exchange agent
will receive (a) such notes, or a book-entry confirmation of the transfer of
such notes into the exchange agent's account at The Depository Trust Company,
and (b) a properly completed and duly executed letter of transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by the letter of transmittal, or a properly transmitted
agent's message, within three New York Stock Exchange, Inc. trading days after
the date of execution hereof.

      The eligible guarantor institution that completes this form must
communicate the guarantee to the exchange agent and must deliver the letter of
transmittal, or a properly transmitted agent's message, and notes, or a
book-entry confirmation in the case of a book-entry transfer, to the exchange
agent within the time period described above. Failure to do so could result in a
financial loss to such eligible guarantor institution.

Name of Firm: ________________________________________________________________

Authorized Signature: ________________________________________________________

Title: _______________________________________________________________________

Address: _____________________________________________________________________

______________________________________________________________________________
                                                             (Zip Code)

Area Code and Telephone Number: ______________________________________________

Dated: ________________

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>14
<FILENAME>y09865exv99w3.txt
<DESCRIPTION>EX-99.3: FORM OF LETTER TO REGISTERED HOLDERS
<TEXT>
<PAGE>

                                                                    Exhibit 99.3

                    INSTRUCTIONS TO REGISTERED HOLDER AND/OR
                    BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
                              FROM BENEFICIAL OWNER

                                       OF

                              GRUPO TELEVISA, S.A.
                          6.625% SENIOR NOTES DUE 2025

To Registered Holders and/or Participant of the Book-Entry Transfer Facility:

      The undersigned hereby acknowledges receipt of the prospectus, dated -,
2005, of Grupo Televisa, S.A. and accompanying letter of transmittal, that
together constitute Grupo Televisa, S.A.'s offer to exchange U.S.$100,000
principal amount of 6.625% Senior Exchange Notes due 2025, which have been
registered under the Securities Act of 1933, as amended, of Grupo Televisa, S.A.
for each U.S.$100,000 principal amount of outstanding 6.625% Senior Notes due
2025, and integral multiples of U.S.$1,000 in excess thereof, of Grupo Televisa,
S.A., of which U.S.$600,000,000 aggregate principal amount is outstanding.

      This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
exchange offer with respect to the outstanding notes held by you for the account
of the undersigned.

      The aggregate face amount of the outstanding notes held by you for the
      account of the undersigned is (FILL IN AMOUNT):

      U.S.$              of 6.625% Senior Notes due 2025.

      With respect to the exchange offer, the undersigned hereby instructs you
      (CHECK APPROPRIATE BOX):

      [  ]  To TENDER ALL of the outstanding notes held by you for the account
      of the undersigned.

      [  ]  To TENDER the following outstanding notes held by you for the
      account of the undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING NOTES
      TO BE TENDERED (IF ANY)): U.S.$          of 6.625% Senior Notes due 2025.

      [  ]  NOT to TENDER any outstanding notes held by you for the account of
      the undersigned.

      If the undersigned instructs you to tender outstanding notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the letter
of transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (1) the
exchange notes acquired pursuant to the exchange offer are being acquired in the
ordinary course of business of the undersigned, (2) the undersigned is not
engaging in and does not intend to engage in a distribution of the exchange
notes, (3) the undersigned does not have an arrangement or understanding with
any person to participate in the distribution of such exchange notes, (4) the
undersigned is not an "affiliate" of Grupo Televisa, S.A. or the guarantors
within the meaning of Rule 405 under the Securities Act of 1933, as amended, and
(5) the undersigned is not acting on behalf of any person who could not
truthfully make the foregoing representations. If any Holder or any other
person, including the undersigned, is an "affiliate," as defined under Rule 405
of the Securities Act, of us, or is engaged in or intends to engage in or has an
arrangement or understanding with any person to participate in a distribution of
the notes to be acquired in the Exchange Offer, the Holder or any other person,
including the undersigned: (i) may not rely on applicable interpretations of the
staff of the SEC; and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive exchange
notes for its own account in exchange for outstanding

<PAGE>


notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
exchange notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such exchange notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. If the undersigned is
a person in the United Kingdom, the undersigned represents that its ordinary
activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business.

      The undersigned acknowledges that if an executed copy of this letter of
transmittal is returned, the entire principal amount of outstanding notes held
for the undersigned's account will be tendered unless otherwise specified above.

      The undersigned hereby represents and warrants that the undersigned (1)
owns the notes tendered and is entitled to tender such notes, and (2) has full
power and authority to tender, sell, exchange, assign and transfer the
outstanding notes and to acquire exchange notes issuable upon the exchange of
such tendered notes, and that, when the same are accepted for exchange, Grupo
Televisa, S.A. will acquire good and marketable title to the tendered notes,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim or right or restriction of any kind.

                                    SIGN HERE

      Name of beneficial owner(s) (please print):_______________________________

      Signature(s):_____________________________________________________________

      Address:__________________________________________________________________

      __________________________________________________________________________

      Telephone Number:_________________________________________________________

      Taxpayer Identification Number or Social Security Number:_________________

      Date:_____________________________________________________________________

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>15
<FILENAME>y09865exv99w4.txt
<DESCRIPTION>EX-99.4: FORM OF LETTER TO BROKERS
<TEXT>
<PAGE>

                                                                    Exhibit 99.4

                              GRUPO TELEVISA, S.A.

                             TENDER FOR EXCHANGE OF

                        6.625% SENIOR NOTES DUE 2025 FOR

                      6.625% SENIOR EXCHANGE NOTES DUE 2025

     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
           YORK CITY TIME, ON -, 2005 (THE "EXPIRATION DATE"), UNLESS
            EXTENDED BY GRUPO TELEVISA, S.A. IN ITS SOLE DISCRETION.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      Enclosed for your consideration is the material listed below relating to
the offer by Grupo Televisa, S.A., to exchange U.S.$1,000 principal amount of
6.625% Senior Exchange Notes due 2025, which have been registered under the
Securities Act of 1933, as amended, of Grupo Televisa, S.A., for each U.S.$1,000
principal amount of 6.625% Senior Notes due 2025 of Grupo Televisa, S.A., of
which U.S.$600,000,000 aggregate principal amount is outstanding.

      We are asking you to contact your clients for whom you hold outstanding
notes registered in your name or in the name of your nominee. In addition, we
ask you to contact your clients who, to your knowledge, hold outstanding notes
registered in their own names.

      Enclosed herewith are copies of the following documents for forwarding to
your clients:

      1.    The prospectus dated -, 2005;

      2.    A letter of transmittal for your use and for the information of your
            clients, together with Guidelines for Certification of Taxpayer
            Identification Number on Substitute Form W-9 providing information
            relating to backup U.S. federal income tax withholding;

      3.    A form of notice of guaranteed delivery to be used to accept the
            exchange offer if certificates and all other required documents are
            not immediately available or if time will not permit all required
            documents to reach the exchange agent on or prior to the expiration
            date or if the procedure for book-entry transfer (including a
            properly transmitted agent's message) cannot be completed on a
            timely basis;

      4.    Instructions to a registered holder from the beneficial owner for
            obtaining your clients' instructions with regard to the exchange
            offer; and

      5.    A form of letter which may be sent to your clients for whose account
            you hold outstanding notes in your name or in the name of your
            nominee, to accompany the instruction form referred to above.

      DTC participants will be able to execute tenders through the DTC Automated
      Tender Offer Program.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO
      OBTAIN THEIR INSTRUCTIONS.

<PAGE>

      Grupo Televisa, S.A. will not pay any fees or commissions to any broker,
dealer or other person (other than the exchange agent as described in the
prospectus) in connection with the solicitation of tenders of outstanding notes
pursuant to the exchange offer. You will, however, be reimbursed by Grupo
Televisa, S.A. for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Grupo Televisa, S.A.
will pay or cause to be paid any transfer taxes applicable to the tender of
outstanding notes to it or its order, except as otherwise provided in the
prospectus and the letter of transmittal.

      Please refer to "The Exchange Offer -- Procedures for Tendering" in the
prospectus for a description of the procedures which must be followed to tender
notes in the exchange offer.

      Any inquiries you may have with respect to the exchange offer may be
directed to the exchange agent at (212) 815-3750 or at the address set forth on
the cover of the letter of transmittal. Additional copies of the enclosed
material may be obtained from the exchange agent.

                                          Very truly yours,

                                          Grupo Televisa, S.A.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON, THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>16
<FILENAME>y09865exv99w5.txt
<DESCRIPTION>EX-99.5: FORM OF LETTER TO CLIENTS
<TEXT>
<PAGE>

                                                                    Exhibit 99.5

                              GRUPO TELEVISA, S.A.

                             TENDER FOR EXCHANGE OF

                        6.625% SENIOR NOTES DUE 2025 FOR

                      6.625% SENIOR EXCHANGE NOTES DUE 2025

              THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
  AT 5:00 P.M., NEW YORK CITY TIME, ON ? , 2005 (THE "EXPIRATION DATE"), UNLESS
             EXTENDED BY GRUPO TELEVISA, S.A. IN ITS SOLE DISCRETION

To Our Clients:

            Enclosed for your consideration is a prospectus, dated -, 2005, of
      Grupo Televisa, S.A. and a related letter of transmittal, that together
      constitute Grupo Televisa, S.A.'s offer to exchange U.S.$1,000 principal
      amount of 6.625% Senior Exchange Notes due 2025, which have been
      registered under the Securities Act of 1933, as amended, of Grupo
      Televisa, S.A., for each U.S.$1,000 principal amount of outstanding 6.625%
      Senior Notes due 2025, of Grupo Televisa, S.A., of which U.S.$600,000,000
      aggregate principal amount is outstanding.

            The materials relating to the exchange offer are being forwarded to
      you as the beneficial owner of outstanding notes carried by us for your
      account or benefit but not registered in your name. A tender of any
      outstanding notes may only be made by us as the registered holder and
      pursuant to your instructions. Therefore, we urge beneficial owners of
      outstanding notes registered in the name of a broker, dealer, commercial
      bank, trust company or any other nominee to contact such registered holder
      promptly if they wish to tender outstanding notes in the exchange offer.

            Accordingly, we request instructions as to whether you wish us to
      tender any or all such outstanding notes held by us for your account or
      benefit pursuant to the terms and conditions set forth in the prospectus
      and the letter of transmittal. We urge you to read carefully the
      prospectus and letter of transmittal and other material provided herewith
      before instructing us to tender your outstanding notes. THE LETTER OF
      TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE
      USED BY YOU TO EXCHANGE OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT OR
      BENEFIT.

            Your instructions to us should be forwarded as promptly as possible
      in order to permit us to tender notes on your behalf in accordance with
      the provisions of the exchange offer.

            Your attention is directed to the following:

      1.    The exchange offer will expire at 5:00 p.m., New York City time, on
            -, 2005, unless extended by Grupo Televisa, S.A. in its sole
            discretion. Tendered outstanding notes may be withdrawn, subject to
            the procedures described in the prospectus, at any time prior to
            5:00 p.m. New York City time, on the expiration date.

      2.    The outstanding notes will be exchanged for the exchange notes at
            the rate of U.S.$1,000 principal amount of exchange notes for each
            U.S.$1,000 principal amount of outstanding notes validly tendered
            and not validly withdrawn prior to the expiration date. The exchange
            notes will bear interest from the most recent interest payment date
            to which interest has been paid on the notes or, if no interest has
            been paid, from March 18, 2005. The form and terms of the exchange
            notes are identical in all material respects to the form and terms
            of the outstanding notes, except that the exchange notes have been
            registered under the Securities Act of 1933, as amended.

<PAGE>

      3.    Notwithstanding any other term of the exchange offer, Grupo
            Televisa, S.A. may terminate or amend the exchange offer as provided
            in the prospectus and will not be required to accept for exchange,
            or exchange any exchange notes for, any outstanding notes not
            accepted for exchange prior to such termination.

      4.    Any transfer taxes applicable to the exchange of the outstanding
            notes pursuant to the exchange offer will be paid by Grupo Televisa,
            S.A., except as otherwise provided in the prospectus and in
            Instruction 8 of the letter of transmittal.

      5.    Based on an interpretation of the Securities Act by the staff of the
            Securities and Exchange Commission, Grupo Televisa, S.A. believes
            that exchange notes issued pursuant to the exchange offer in
            exchange for outstanding notes may be offered for resale, resold and
            otherwise transferred by holders thereof without compliance with the
            registration and prospectus delivery provisions of the Securities
            Act, provided that:

            (a)   the holder is acquiring exchange notes in its ordinary course
                  of business;

            (b)   the holder is not engaging in and does intend to engage in a
                  distribution of the exchange notes;

            (c)   the holder is not participating, and has no arrangement or
                  understanding with any person to participate, in the
                  distribution of the exchange notes;

            (d)   the holder is not an "affiliate" of Grupo Televisa, S.A. or
                  the guarantors, as such term is defined under Rule 405 of the
                  Securities Act; and

            (e)   the holder is not acting on behalf of any person who could not
                  truthfully make these statements.

            To participate in the exchange offer, holders must represent to
      Grupo Televisa, S.A. that each of these statements is true. If the holder
      is a broker-dealer that will receive exchange notes for its own account in
      exchange for outstanding notes that were acquired as a result of
      market-making activities or other trading activities, it must acknowledge
      that it will deliver a prospectus meeting the requirements of the
      Securities Act in connection with any resale of such exchange notes.

            If you wish to have us tender any or all of your outstanding notes,
      please so instruct us by completing and returning to us the form entitled
      "Instructions To Registered Holder And/Or Book-Entry Transfer Facility
      Participant From Beneficial Owner" attached hereto. An envelope to return
      your instructions is enclosed. If you authorize a tender of your
      outstanding notes, the entire principal amount of outstanding notes held
      for your account will be tendered unless otherwise specified on the
      instruction form. Your instructions should be forwarded to us with ample
      time to permit us to submit a tender on your behalf by the expiration
      date.

                                     - 2 -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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