<PAGE>

    As filed with the Securities and Exchange Commission on January 30, 2002
                                                       Registration No. 333-____

================================================================================

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

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

                                    FORM S-3

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                     ENTRAVISION COMMUNICATIONS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

     2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                 (310) 447-3870
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                                 Walter F. Ulloa
                      Chairman and Chief Executive Officer
     2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                 (310) 447-3870
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                    Copy to:

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

                             Lance Jon Kimmel, Esq.
                                 Foley & Lardner
                       2029 Century Park East, 35/th/ Floor
                          Los Angeles, California 90067
                       (310) 277-2223; Fax: (310) 557-8475

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

              Approximate Date of Commencement of Proposed Sale to
         the Public: As soon as practicable from time to time after the
                 effective date of this registration statement.

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


     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     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 earlier effective
registration statement for the same offering. [_]

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

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                           Proposed Maximum     Proposed Maximum
     Title of Each Class of Securities     Amount to be   Offering Price Per   Aggregate Offering      Amount of
              to be Registered              Registered         Share(1)             Price(1)        Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                  <C>                  <C>
Class A Common Stock, par value $.0001      3,896,580           $11.02           $42,940,311.60        $3,956.00
per share................................
=======================================================================================================================
</TABLE>

(1)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933. Based on the
     average of the high and low prices per share of Class A Common Stock of the
     registrant as reported on the New York Stock Exchange on January 28, 2002.

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

     The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment 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>

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

                                  PROSPECTUS

                 Subject to Completion Dated January 30, 2002

                               3,896,580 SHARES

                    ENTRAVISION COMMUNICATIONS CORPORATION

                             CLASS A COMMON STOCK

     Berlwood Two, Ltd. (the "Selling Stockholder") is offering to sell up to
3,896,580 shares of our Class A common stock (the "Stock"). We are not offering
or selling any of the Stock. The Selling Stockholder may sell the Stock on the
open market at market price in ordinary broker transactions or in negotiated
transactions, and it may pay broker commissions in connection with such
transactions. We will not receive any of the proceeds of sale of the Stock nor
pay any broker commissions in connection with such sales. Our Class A common
stock is listed on the New York Stock Exchange under the symbol EVC. On January
29, 2002, the closing price of our Class A common stock was $11.10 per share.

                              ___________________

     You should carefully consider each of the risk factors described under
"Risk Factors" beginning on page 6 of this prospectus.

                              ___________________

     The Selling Stockholder and any broker-dealer executing selling orders on
behalf of or purchasing from the Selling Stockholder may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933. Commissions
received by any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act.

                              ___________________

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                             ___________________

              The date of this prospectus is _____________, 2002
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  Page
                                                                  ----
<S>                                                               <C>
FORWARD-LOOKING STATEMENTS........................................  1

PROSPECTUS SUMMARY................................................  1

RISK FACTORS......................................................  6

USE OF PROCEEDS................................................... 14

SELLING STOCKHOLDERS.............................................. 14

DILUTION.......................................................... 15

PLAN OF DISTRIBUTION.............................................. 15

LEGAL MATTERS..................................................... 17

EXPERTS........................................................... 17

INCORPORATION OF DOCUMENTS BY REFERENCE........................... 17

INDEMNIFICATION................................................... 19
</TABLE>

                                       i
<PAGE>

                          FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements, including statements
concerning our expectations of future revenue, expenses, the outcome of our
growth and acquisition strategy and the projected growth of the Hispanic
population in the United States. Forward-looking statements often include words
or phrases such as "will likely result," "expect," "will continue,"
"anticipate," "may," "estimate," "intend," "plan," "project," "outlook," "seek"
or similar expressions. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed in the forward-looking
statements. Factors which could cause actual results to differ from expectations
include those discussed under the heading "Risk Factors" below. Our results of
operations may be adversely affected by one or more of these factors. These
factors do not include all factors which might affect our business and financial
condition. We caution you not to place undue reliance on these forward-looking
statements, which reflect our management's view only as of the date of this
prospectus.

                              PROSPECTUS SUMMARY

     You should read this summary together with the other information contained
in other parts of this prospectus and the documents which are incorporated by
reference. Because it is a summary, it does not contain all of the information
that you should consider before investing in our common stock. We will provide
copies of documents incorporated by reference to you upon request and without
cost to you.

     Unless the context otherwise requires, the terms "we" or "us" as used
herein includes Entravision Communications Corporation, a Delaware corporation,
and its subsidiaries.

Business Overview

     Introduction
     ------------

     We own and/or operate 47 television stations and 54 radio stations located
primarily in the southwestern United States where the majority of U.S. Hispanics
live, including the U.S./Mexican border markets. Our television stations consist
primarily of affiliates of the two television networks of Univision
Communications Inc. serving 22 of the top 50 U.S. Hispanic markets. Our radio
stations consist of 39 FM and 15 AM stations serving portions of the Arizona,
California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas markets.

     We were organized as a Delaware limited liability company in January 1996
to combine the operations of our predecessor entities. On August 2, 2000 we
completed a reorganization in which all of the outstanding direct and indirect
membership interests of our predecessor were exchanged for shares of our Class A
and Class B common stock and a $120 million subordinated note and option held by
Univision was exchanged for shares of our Class C common stock.

     We generate revenue from sales of national and local advertising time on
television and radio stations and advertising on our billboards and in our
publication. Advertising rates are, in large part, based on each media's ability
to attract audiences in demographic groups targeted by

                                       1
<PAGE>

advertisers. We recognize advertising revenue when commercials are broadcast,
outdoor services are provided and publishing services are provided. We incur
commissions from agencies on local, regional and national advertising. Our
revenue reflects deductions from gross revenue for commissions to these
agencies.

     Our primary expenses are employee compensation, including commissions paid
to our sales staffs and our national representative firms, marketing, promotion
and selling, technical, local programming, engineering and general and
administrative. Our local programming costs for television consist of costs
related to producing a local newscast in most of our markets.

     Prior to our August 2, 2000 initial public offering, we had historically
not had material income tax expense or benefit reflected in our statement of
operations as the majority of our subsidiaries have been non-taxpaying entities.
Federal and state income taxes attributable to income during such periods were
incurred and paid directly by the members of our predecessor. However, we are
now a taxpaying entity.

     Business Strategy
     -----------------

     We seek to increase our advertising revenue through the following
strategies:

     Effectively Use Our Networks and Media Brands. We are the largest Univision
     ---------------------------------------------
television affiliate group for each of the Univision networks, the largest
operator of Spanish-language radio stations and the largest centrally programmed
Spanish-language radio network in the United States. Univision makes its
networks' Spanish-language programming available to our television stations 24
hours a day, including a prime time schedule on its primary network of
substantially all first-run programming (i.e., no reruns) throughout the year.
We operate our radio networks using three primary formats designed to appeal to
different listener tastes. We format the programming of our network and radio
stations to capture a substantial share of the U.S. Hispanic audience.

     Invest in Media Research and Sales. We believe that continued use of
     ----------------------------------
reliable ratings and surveys will allow us to further increase our advertising
rates and narrow the gap which has historically existed between our audience
share and our share of advertising revenue. We use industry ratings and surveys,
including Nielsen, Arbitron, the Traffic Audit Bureau and the Audit Bureau of
Circulation, to provide a more accurate measure of consumers that we reach with
our operations. We believe that our focused research and sales efforts will
enable us to continue to achieve significant revenue growth.

     Continue to Build and Retain Strong Management Teams. We believe we have
     ----------------------------------------------------
one of the most experienced management teams in the industry. Walter F. Ulloa,
our Chairman and Chief Executive Officer, Philip C. Wilkinson, our President and
Chief Operating Officer, Jeanette Tully, our Chief Financial Officer, Jeffrey A.
Liberman, the President of our Radio Division, and Glenn Emanuel, the President
of our Outdoor Division, have an average of more than 20 years of media
experience. We intend to continue to build and retain our key management
personnel and to capitalize on their knowledge and experience in the Spanish-
language markets.

                                       2
<PAGE>

     Emphasize Local Content, Programming and Community Involvement. We believe
     --------------------------------------------------------------
that local content in each market we serve is an important part of building our
brand identity within the community. By combining our local news and quality
network programming, we believe we have a significant competitive advantage. We
also believe that our active community involvement, including station remote
broadcasting appearances at client events, concerts and tie-ins to major events,
helps to build station awareness and identity as well as viewer and listener
loyalty.

     Increase In-Market Cross Promotion. Our strategy is to cross-promote our
     ----------------------------------
television, radio, outdoor and publishing properties. In addition, we believe we
will add significant value to our advertisers by providing attractive media
packages to target the Hispanic consumer.

     Target Other Attractive Hispanic Markets and Fill-In Acquisitions. We
     -----------------------------------------------------------------
believe our knowledge of, and experience with, the Hispanic marketplace will
enable us to continue to identify acquisitions in the television, radio and
outdoor markets. Since our inception, we have used our management expertise,
programming and brand identity to improve our acquired media properties.

     Television
     ----------

     We own and/or operate Univision-affiliated stations in 22 of the top 50
Hispanic markets in the United States. Our television operations are the largest
affiliate group of the Univision networks. Univision's primary network is the
leading Spanish-language network in the United States, reaching more than 97% of
all Hispanic households. Univision's primary network is the most-watched
television network (English-or Spanish-language) among Hispanic households,
representing approximately an 81% market share of the U.S. Spanish-language
network television primetime audience as of December 2001. Univision's networks
make available to our Univision-affiliated stations 24 hours a day of Spanish-
language programming. Univision's prime time schedule on its primary network is
all first-run programming (i.e., no reruns) through the year. We believe that
the breadth and diversity of Univision's programming, combined with our local
news and community-oriented segments, provide us with an advantage over other
Spanish-language and English-language broadcasters in reaching Hispanic viewers.
Our local content is designed to brand each of our stations as the best source
for relevant community information that accurately reflects local interests and
needs. As a result, all but one of our Univision affiliated stations rank first
in Spanish-language television viewership in their markets.

     Radio
     -----

     We currently own and/or operate 54 radio stations in 24 markets. Our radio
stations cover in aggregate approximately 58% of the Hispanic population and 53
of our stations are located in the top 50 Hispanic markets. Our radio operations
combine network programming with local time slots available for advertising,
news, traffic, weather, promotions and community events. This strategy allows us
to provide quality programming with significantly lower costs of operations than
we could otherwise deliver solely with independent programming.

                                       3
<PAGE>

     Outdoor Advertising/Publishing
     ------------------------------

     Our outdoor and publishing operations complement our television and radio
businesses and will allow for cross-promotional opportunities. Because of its
repetitive impact and relatively low cost, outdoor advertising attracts
national, regional and local advertisers. We offer the ability to target
specific demographic groups on a cost-effective basis as compared to other
advertising media. In addition, we provide businesses with advertising
opportunities in locations near their stores or outlets.

     Our outdoor portfolio adds to our television and radio reach by providing
local advertisers with significant coverage of the Hispanic communities in Los
Angeles and New York. Our outdoor advertising strategy is designed to complement
our existing television and radio businesses by allowing us to capitalize on our
Hispanic market expertise. The primary components of our strategy are to
leverage the strengths of our inventory, continue to focus on ethnic communities
and increase market penetration.

     We publish El Diario/la Prensa, the oldest major Spanish-language daily
newspaper in the United States and one of only two Spanish-language newspapers
in New York. The newspaper reports news of interest to the Hispanic community,
focusing primarily on local news events and daily occurrences in Latin America.
El Diario/la Prensa has a daily paid circulation of over 58,000 as of December
31, 2001, up from 55,000 as of December 31, 2000.

     Recent Developments
     -------------------

     In August 2001, we entered into an agreement with Lotus Hispanic Reps Corp.
to establish a company named Lotus/Entravision Reps LLC. Lotus/Entravision is
the exclusive national advertising representative for all Spanish-language radio
stations owned or operated by Lotus Communications and us, as well as other
radio stations currently represented by Lotus Hispanic Reps. Lotus/Entravision
represents over 130 Spanish-language radio stations serving 50 markets in the
United States. Lotus Hispanic Reps and we own Lotus/Entravision equally, have
equal representation on its board of directors and serve as co-managers.

     Our business and operations are subject to numerous risks, some of which
are described in the "Risk Factors" section beginning on page 6 of this
prospectus.

The Offering

     This prospectus concerns an offering of the Stock by the Selling
Stockholder. We are not offering or selling any of the Stock. We are registering
the Stock in connection with certain rights we granted to the assignor of the
Selling Stockholder when we issued our secured promissory note dated December
18, 2000 in the principal amount of $37,500,000 (the "Note").

     We issued the Note to Jasas-27, Inc. and Jasas Broadcasting 27, L.P. in
connection with our purchase of television station WUNI-TV, Boston,
Massachusetts. Through a series of assignments, the Note was assigned to the
Selling Stockholder. The Note is payable as follows:

     .    Interest only is due beginning 13 months after the date of the Note
          and is payable quarterly.

                                       4
<PAGE>

     .    Principal is due in five equal annual installments beginning 13 months
          after the date of the Note.

     .    The Note may be prepaid at any time without premium or penalty.

     We have the option to make payments under the Note in any combination of
cash or our registered Class A common stock, valued at the average of the last
trading price for our Class A common stock for the 20 days prior to delivery of
the shares to the Selling Stockholder. We have elected to pay the Selling
Stockholder up to 3,896,580 shares of our Class A common stock and will issue
the shares to the Selling Stockholder when this registration statement, of which
this prospectus is a part, is effective.

     The Selling Stockholder is not required to sell the Stock and sales of the
Stock are entirely at the discretion of the Selling Stockholder. The Selling
Stockholder may sell the Stock either on the open market at market price in
ordinary broker transactions or in negotiated transactions, or they may sell the
Stock under Rule 144 of the Securities Act of 1933, as amended, and they may pay
broker commissions in connection with such transactions. We will not receive any
of the proceeds of sale of the Stock nor pay any broker commissions in
connection with such sales. We will pay the costs of registering the sale of the
Stock by the Selling Stockholder with the Securities and Exchange Commission and
any required state securities agencies.

     Our Class A common stock is listed on the New York Stock Exchange under the
symbol "EVC." On January 29, 2002, the closing price for our Class A common
stock was $11.10 per share.

Class A Common Stock Offered by the Selling Stockholder.........3,896,580 Shares

New York Stock Exchange Symbol...............................................EVC

                                Walter F. Ulloa
                     Chairman and Chief Executive Officer
                    Entravision Communications Corporation
                    2425 Olympic Boulevard, Suite 6000 West
                        Santa Monica, California 90404
                                (310) 447-3870

                                       5
<PAGE>

                                  RISK FACTORS

     Investing in our common stock involves a significant degree of risk. You
should carefully consider the following risk factors and all the other
information contained in this prospectus or incorporated by reference before
investing in our common stock. If any of the following risks actually occurs,
our business, financial condition and results of operations could suffer, in
which case the trading price of our common stock may decline.

                          Risks Related To Our Business

We have a history of losses that if continued into the future could adversely
affect the market price of our Class A common stock and our ability to raise
capital.

     We had net losses of approximately $40.0 million and $92.2 million for the
years ended December 31, 1999 and 2000, and $79.2 million and $43.9 million for
the nine month periods ended September 30, 2000 and 2001. In addition, we had a
pro forma net loss of $86.3 million for the year ended December 31, 2000, and a
net loss applicable to common stock of $48.5 million for the nine month period
ended September 30, 2001. We believe losses may continue while we pursue our
acquisition strategy. If we cannot generate profits in the future, it could
adversely affect the market price of our Class A common stock, which in turn
could adversely affect our ability to raise additional equity capital or to
incur additional debt.

Cancellations or reductions of advertising could cause our results to fluctuate,
which could adversely affect the market price of our Class A common stock.

     We do not obtain long-term commitments from our advertisers, and
advertisers may cancel, reduce or postpone orders without penalty.
Cancellations, reductions or delays in purchases of advertising could adversely
affect our revenue, especially if we are unable to replace such purchases.
Economic, political and other risks associated with international sales and
operations could adversely affect our sales. Our expense levels are based, in
part, on expected future revenue and are relatively fixed once set. Therefore,
unforeseen fluctuations in advertising sales could adversely impact our
operating results. These factors could cause our quarterly results to fluctuate,
which could adversely effect the market price of our Class A common stock.

If we cannot successfully integrate our recent and future acquisitions, it could
decrease our revenue or increase our costs.

     To integrate these and other pending and future acquisitions, we need
to:

     .    retain key management and personnel of acquired properties;

     .    successfully merge corporate cultures and business processes;

     .    realize sales efficiencies and cost reduction benefits; and

     .    operate successfully in markets in which we may have little or no
          prior experience.

                                       6
<PAGE>

     In addition, after we have completed an acquisition, our management must be
able to assume significantly greater responsibilities, and this in turn may
cause them to divert their attention from our existing operations. We believe
these challenges are more pronounced when we enter new markets rather than
expand further in existing markets. If we are unable to completely integrate
into our business the operations of the properties that we have recently
acquired or that we may acquire in the future, our revenue could decrease or our
costs could increase.

     One of our strategies is to supplement our internal growth by acquiring
media properties that complement or augment our existing markets. This growth
has placed, and may continue to place, significant demands on our management,
working capital and financial resources. We may be unable to identify or
complete acquisitions for many reasons, including:

     .    competition among buyers;

     .    the need for regulatory approvals, including FCC and antitrust
          approvals; and

     .    the high valuations of media properties.

     Some of the media properties we may seek to acquire may be marginally
profitable or unprofitable. For these acquired media properties to achieve
acceptable levels of profitability, we must improve their management, operation
and market penetration. We may not be successful in this regard and may
encounter other difficulties in integrating acquired media properties into our
existing operations.

If we cannot raise required capital, we may have to curtail existing operations
and our future growth through acquisitions.

     We may require significant additional capital for future acquisitions and
general working capital needs. If our cash flow and existing working capital are
not sufficient to fund future acquisitions and our general working capital
requirements and debt service, we will have to raise additional funds by selling
equity, refinancing some or all of our existing debt or selling assets or
subsidiaries. None of these alternatives for raising additional funds may be
available on acceptable terms to us or in amounts sufficient for us to meet our
requirements. Our failure to obtain any required new financing may prevent
future acquisitions and have a material adverse effect on our ability to grow
through acquisitions.

Our substantial level of debt could limit our ability to grow and compete.

     We have approximately $214.0 million of debt outstanding under our bank
credit facility. We expect to obtain a portion of our required capital through
debt financing that bears or is likely to bear interest at a variable rate,
subjecting us to interest rate risk. A significant portion of our cash flow from
operations will be dedicated to servicing our debt obligations and our ability
to obtain additional financing may be limited.

     We may not have sufficient future cash flow to meet our debt payments, or
we may not be able to refinance any of our debt at maturity. We have pledged
substantially all of our assets to our lenders as collateral. Our lenders could
proceed against the collateral granted to them to

                                       7
<PAGE>

repay outstanding indebtedness if we are unable to meet our debt service
obligations. If the amounts outstanding under our bank credit facility are
accelerated, our assets may not be sufficient to repay in full the money owed to
such lenders.

The terms of our bank credit facility restrict our ability to make acquisitions
or investments and to obtain additional financing.

     Our bank facility requires us to maintain specific financial ratios. A
breach of any of the covenants contained in our bank credit facility could allow
our lenders to declare all amounts outstanding under such facilities to be
immediately due and payable.

Univision has significant influence over our business.

     Univision, as the holder of all of our Class C common stock, has
significant influence over material decisions relating to our business,
including the right to elect two of our directors, and the right to approve
material decisions involving our company, including any merger, consolidation or
other business combination, any dissolution of our company and any transfer of
the FCC licenses for any of our Univision-affiliated television stations.
Univision's ownership interest may have the effect of delaying, deterring or
preventing a change in control of our company and may make some transactions
more difficult or impossible to complete without its support.

Our television ratings and revenue could decline significantly if our
relationship with Univision or if Univision's success changes in an adverse
manner.

     If our relationship with Univision changes in an adverse manner, or if
Univision's success diminishes, it could have a material adverse effect on our
ability to generate television advertising revenue on which our television
business depends. Univision's ratings might decline or Univision might not
continue to provide programming, marketing, available advertising time and other
support to its affiliates on the same basis as currently provided. Additionally,
by aligning ourselves closely with Univision, we might forego other
opportunities that could diversify our television programming and avoid
dependence on Univision's television networks. Univision's relationships with
Grupo Televisa, S.A. de C.V. and Corporacion Venezolana de Television, C.A., or
Venevision, are important to Univision's, and consequently our, continued
success.

Our ongoing success is dependent upon the continued availability of certain key
employees.

     We are dependent in our operations on the continued availability of the
services of our employees, many of whom are individually key to our current and
future success, and the availability of new employees to implement our company's
growth plans. In particular, we are dependent upon the services of Walter F.
Ulloa, our Chairman and Chief Executive Officer, and Philip C. Wilkinson, our
President and Chief Operating Officer. In August 2000, we have entered into
five-year employment agreements with Messrs. Ulloa and Wilkinson. The market for
skilled employees is highly competitive, especially for employees in technical
fields. While our compensation programs are intended to attract and retain the
employees required for us to be successful, there can be no assurance that we
will be able to retain the services of all of our key

                                       8
<PAGE>

employees or a sufficient number to execute on our plans, nor can there be any
assurances that we will be able to continue to attract new employees as
required.

Risks associated with terrorism.

     In the event of a terrorist attack on our facilities and properties, we do
not believe that we would be vulnerable to significant or prolonged disruptions
in our ability to broadcast or provide other media services. We do not believe
that, but we do not know whether, our network television programming would be
vulnerable to significant or prolonged disruptions in the event of a terrorist
attack. The effect of any resulting decline in our revenue cannot be determined.

  Risks Related to the Television, Radio, Outdoor Advertising and Publishing
Industries

If we are unable to maintain our Federal Communications Commission license at
any station, we would have to cease operations at that station.

     The success of our television and radio operations depends, in part, on
acquiring and maintaining broadcast licenses issued by the FCC, which are
typically issued for a maximum term of eight years and are subject to renewal.
Pending or future renewal applications submitted by us may not be approved, and
renewals may include conditions or qualifications that could restrict our
television and radio operations. In addition, third parties may challenge our
renewal applications. If the FCC were to issue an order denying a license
renewal application or revoking a license, we would be required to cease
operating the broadcast station covered by the license.

Our failure to maintain our FCC broadcast licenses could cause a default under
our bank credit facility and cause an acceleration of our indebtedness.

     Our bank credit facility requires us to maintain our FCC licenses. If the
FCC were to revoke any of our material licenses, our lender could declare all
amounts outstanding under the bank credit facility to be immediately due and
payable. If our indebtedness is accelerated, we may not have sufficient funds to
pay the amounts owed.

Displacement of any of our low-power television stations could cause our ratings
and revenue for any such station to decrease.

     A significant portion of our television stations are licensed by the
FCC for low-power service only. Our low-power television stations operate with
far less power and coverage than our full-power stations. The FCC rules under
which we operate provide that low-power television stations are treated as a
secondary service. In the event that our stations would cause interference to
full-power stations, we are required to eliminate the interference or terminate
service. As a result of the FCC's initiation of digital television service and
actions by Congress to reclaim broadcast spectrum, channels 52-69 previously
used for broadcasting will be cleared and put up for auction to wireless
services or assignment to public safety services. The result is that in a few
urban markets where we operate, including Washington, D.C. and San Diego, there
are a limited number of alternative channels to which our low-power television
stations can migrate as they are displaced by full-power broadcasters and
non-broadcast services. If we are unable to move our signals to replacement
channels, we may be unable to maintain the same

                                       9
<PAGE>

level of service, which could harm our ratings and advertising revenue or, in
the worst case, cause us to discontinue operations at those low-power stations.

The required conversion to digital television could impose significant costs on
us which may not be balanced by consumer demand.

     The FCC requires us to provide a digitally transmitted signal ("DTV") by
May 1, 2002 for all of our U.S. television stations and, possibly, to stop
broadcasting analog signals by 2006 if the market penetration of DTV receivers
reaches certain levels. The FCC recently released rules which allow our company
to initially satisfy its DTV conversion obligation by broadcasting a digital
signal that serves, at least, each station's applicable community of license. In
most instances, this new rule will permit us to temporarily install facilities
of a lower-power level, which will not require the initial degree of capital
investment we had anticipated to meet the requirements of our stations' DTV
authorizations. Our initial costs of converting the qualifying television
stations to DTV, therefore, will be considerably lower than it would have been
if we were required to operate pursuant to our DTV authorizations by the May 1,
2002 deadline. Our final costs to convert our television stations to full-power
DTV could be significant, and there may not be sufficient consumer demand for
DTV services to recover our investment in DTV facilities.

Changes in the rules and regulations of the FCC could result in increased
competition for our broadcast stations that could lead to increased competition
in our markets.

     Recent and prospective actions by the FCC could cause us to face increased
competition in the future. The changes include:

     .    relaxation of restrictions on the participation by regional telephone
          operating companies in cable television and other direct-to-home audio
          and video technologies;

     .    the establishment of a Class A television service for low-power
          stations that makes such stations primary stations and gives them
          protection against full-service stations;

     .    procedures for licensing low-power FM radio stations that will be
          designed to serve small localized areas and niche audiences; and

     .    permission for direct broadcast satellite television to provide the
          programming of traditional over-the-air stations, including local and
          out-of-market network stations.

Because our full-power television stations rely on "must carry" rights to obtain
cable carriage, new laws or regulations that eliminate or limit the scope of our
cable carriage rights could have a material adverse impact on our television
operations.

     Pursuant to the "must carry" provisions of the Cable Television Consumer
Protection and Competition Act of 1992, a broadcaster may demand carriage on a
specific channel on cable systems within its market. However, the future of
those "must carry" rights is uncertain,

                                       10
<PAGE>

especially as they relate to the carriage of digital television stations. The
current FCC rules relate only to the carriage of analog television signals. It
is not clear what, if any, "must carry" rights television stations will have
after they make the transition to digital television. New laws or regulations
that eliminate or limit the scope of our cable carriage rights could have a
material adverse impact on our television operations.

     Our low-power television stations do not have cable "must carry" rights. In
seven markets where we currently hold only a low-power license we may face
future uncertainty with respect to the availability of cable carriage. With the
exception of the San Angelo market, all of our low-power stations reach a
substantial portion of the Hispanic cable households in their respective markets
with their over-the-air broadcasts.

The policies of direct broadcast satellite companies may make it more difficult
for their customers to receive our local broadcast station signals.

     The Satellite Home Viewer Improvement Act of 1999 ("SHVIA") allows direct
broadcast satellite ("DBS") television companies (currently DirecTV and
EchoStar/Dish Network) for the first time to transmit local broadcast television
station signals back to their subscribers in local markets. In exchange for this
privilege, however, SHVIA requires that in television markets in which a DBS
company elects to pick-up and retransmit any local broadcast station signals,
the DBS provider must also offer to its subscribers signals from all other
qualified local broadcast television stations in that market. This is known as
the "carry one/carry all" rule. Our broadcast television stations in markets for
which DBS operators have elected to carry local stations, have sought to qualify
for carriage under this rule, which we expect will increase our viewership in
those markets. A problem has arisen however, in the way that one of the DBS
operators has implemented the carry one/carry all rule. In order to get signals
from all local stations, including the signals from our stations, EchoStar/Dish
Network subscribers are being required to install a second receiving dish. This
is an inconvenience for the typical DBS subscriber and, as a result, limits the
size of the viewership for our stations available only on the "second dish"
under the carry one/carry all rule. There is a proceeding pending at the FCC to
determine if DBS operators, in carrying out their SHVIA obligations, can require
use of a second dish for carriage of local signals.

If we are unable to compete effectively for advertising revenue against other
stations and other media companies, some of which have greater resources than we
do, we could suffer a decrease in advertising revenue.

     We compete with Spanish-language and general market media in each of our
business segments. Some of our competitors are larger and have significantly
greater resources than we do. In addition, the Telecommunications Act
facilitates the entry of other broadcasting companies into the markets in which
we operate stations or may operate stations in the future. If we are unable to
compete successfully in the markets we serve, we may suffer a decrease in
advertising revenue, which could adversely affect our business and financial
condition.

                                       11
<PAGE>

If regulation of outdoor advertising increases, we could suffer decreased
revenue from our outdoor operations.

         Our outdoor operations are significantly impacted by federal, state and
local government regulation of the outdoor advertising business. These
regulations impose restrictions on, among other things, the location, size and
spacing of billboards. If we are required to remove our existing billboards, or
are unable to construct new billboards or reconstruct damaged billboards, our
outdoor business could be harmed. In addition, we may not receive compensation
for billboards that we may be required to remove in the future.

         Additional regulations may be imposed on outdoor advertising in the
future. Legislation regulating the content of billboard advertisements has been
introduced and passed in Congress from time to time in the past. Additional
regulations or changes in the current laws regulating and affecting outdoor
advertising at the federal, state or local level may harm the results of our
outdoor operations.

Strikes, work stoppages and slowdowns by our employees could disrupt our
publishing operations.

         Our publishing business depends to a significant degree on our ability
to avoid strikes and other work stoppages by our employees. The Newspaper and
Mail Deliverers' Union of New York and Vicinity and the Newspaper Guild of New
York represent our publishing employees. Our collective bargaining agreement
with the Newspaper and Mail Deliverers' Union of New York and Vicinity expires
on March 30, 2004. Our collective bargaining agreement with the Newspaper Guild
of New York expires on June 30, 2002. We anticipate that negotiations will
commence prior to the expiration of the agreement. Future collective bargaining
agreements may not be negotiated without service interruptions, and the results
of these negotiations may result in decreased revenue in our publishing
operations.

             Risks Related To Our Capital Structure and Common Stock

Our officers and directors and stockholders affiliated with them own a large
percentage of our voting stock.

         As of January 28, 2002, Walter F. Ulloa, our Chairman and Chief
Executive Officer, Philip C. Wilkinson, our President and Chief Operating
Officer, and Paul A. Zevnik, our Secretary, own all of the shares of our Class B
common stock, and have approximately 75% of the combined voting power of our
outstanding shares of common stock. The holders of our Class B common stock are
entitled to ten votes per share on any matter subject to a vote of the
stockholders. Accordingly, Messrs. Ulloa, Wilkinson and Zevnik will have the
ability to elect each of the remaining members of our board of directors, other
than the two members of our board of directors to be appointed by Univision, and
will have control of all aspects of our business and future direction. Messrs.
Ulloa, Wilkinson and Zevnik have agreed contractually to elect themselves and a
representative of TSG Capital Fund III, L.P. as directors of our company. This
control may discourage certain types of transactions involving an actual or
potential change of control of our company, such as a merger or sale of our
company.

                                       12
<PAGE>

         Consequently, our directors and executive officers, acting in concert,
will have the ability to significantly affect the election of our directors and
have a significant effect on the outcome of corporate actions requiring
stockholder approval. Such concentration may also have the effect of delaying or
preventing a change of control of our company.

Stockholders who desire to change control of our company may be prevented from
doing so by provisions of our first restated certificate of incorporation, as
amended, applicable law and our credit agreement. Our restated certificate of
incorporation and other agreements contain provisions that could discourage a
takeover.

         Our restated certificate of incorporation could make it more difficult
for a third party to acquire us, even if doing so would benefit our
stockholders. The provisions of our restated certificate of incorporation could
diminish the opportunities for a stockholder to participate in tender offers. In
addition, under our restated certificate of incorporation, our board of
directors may issue preferred stock that could have the effect of delaying or
preventing a change in control of our company. The issuance of preferred stock
could also negatively affect the voting power of holders of our common stock.
The provisions of our restated certificate of incorporation may have the effect
of discouraging or preventing an acquisition or sale of our business. In
addition, Section 203 of the Delaware General Corporation Law imposes
restrictions on mergers and other business combinations between us and any
holder of 15% or more of our common stock.

         The transfer restrictions imposed on the broadcast licenses we own also
restrict the ability of third parties to acquire us. Control of our licenses may
only be transferred with prior approval by the FCC. Accordingly, the number of
potential transferees of our licenses is limited, and any acquisition, merger or
other business combination involving our company would be subject to regulatory
approval.

         In addition, the documents governing our indebtedness contain
limitations on our ability to enter into a change of control transaction. Under
these documents, the occurrence of a change of control transaction, in some
cases after notice and grace periods, would constitute an event of default
permitting acceleration of our outstanding indebtedness.

The issuance by us of preferred stock could affect the rights of our other
stockholders.

         Our restated certificate of incorporation authorizes our board of
directors to issue up to 50,000,000 shares of preferred stock in one or more
series, to fix the rights, preferences, privileges and restrictions granted to
or imposed upon any wholly unissued shares of preferred stock, to fix the number
of shares constituting any such series, and to fix the designation of any such
series, without further vote or action by its stockholders. The terms of any
series of preferred stock, which may include priority claims to assets and
dividends and special voting rights, could adversely affect the rights of the
holders of common stock and thereby reduce the value of our common stock. We
have approximately 5.9 million shares of Series A convertible preferred stock
outstanding. We have no present plans to issue any additional shares of
preferred stock. The issuance of preferred stock, coupled with the concentration
of ownership of common stock in certain directors and executive officers, could
discourage certain types of transactions involving an actual or potential change
in control of our company. This includes transactions in which the holders of
common stock might otherwise receive a premium for their shares over then

                                       13
<PAGE>

current prices, otherwise dilute the rights of holders of common stock, and may
limit the ability of such stockholders to cause or approve transactions which
they may deem to be in their best interests. All of this could have a material
adverse effect on the market price of our common stock.

Our restated certificate of incorporation limits the liability of our directors,
which may limit the remedies that we or our stockholders have available.

         Our restated certificate of incorporation provides that, pursuant to
the Delaware General Corporation Law, the liability of our directors for
monetary damages shall be eliminated to the fullest extent permissible under
Delaware law. This is intended to eliminate the personal liability of a director
for monetary damages in an action brought by us, or in our right, for breach of
a director's duties to us or our stockholders and may limit the remedies
available to us or our stockholders. This provision does not eliminate the
directors' fiduciary duty and does not apply for certain liabilities: (i) for
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law; (ii) for acts or omissions that a director believes to be
contrary to our best interests or our stockholders or that involve the absence
of good faith on the part of the director; and (iii) for any transaction from
which a director derived an improper personal benefit.

                                 USE OF PROCEEDS

         The Selling Stockholder is selling the Stock and will receive all of
the proceeds from any sales. We will not receive any sales proceeds.

                              SELLING STOCKHOLDERS

         All of the Stock being offered in this prospectus is being offered by
the Selling Stockholder listed below. We have registered this offering in
connection with certain rights we granted to the assignor of the Selling
Stockholder under the Note. The Selling Stockholder is not required to sell all
or any of the Stock. The Stock consists of up to 3,896,580 shares of our Class A
common stock which we will issue to the Selling Stockholder when the
registration statement, of which this prospectus is a part, is declared
effective.

<TABLE>
<CAPTION>
                              Shares Owned              Shares to be             Shares Owned
Name                       Upon Issuance (1)        Sold in Offering (1)      After Offering (2)
----                       -----------------        --------------------      ------------------

                         Number      Percentage    Number      Percentage   Number      Percentage
                         ------      ----------    ------      ----------   ------      ----------
<S>                    <C>           <C>         <C>           <C>           <C>        <C>
Berlwood Two, Ltd.     3,896,580        5.6%     3,896,580        5.6%         0             0
</TABLE>

-------------
(1)      Consists of the maximum number of shares of Class A common stock which
         may be issued to the Selling Stockholder.

(2)      Assumes the completion of this offering and that the Selling
         Stockholder disposes of all of its shares of Class A common stock
         covered by this prospectus, that it does not dispose of Class A common
         stock owned but not covered by this prospectus and that it does not
         acquire any additional shares of Class A common stock.

                                       14
<PAGE>

         Percentage of ownership for the Selling Stockholder is calculated based
on 66,144,109 shares of Class A common stock outstanding on January 28, 2002,
after giving effect to the issuance of the Stock to the Selling Stockholder.
Percentage of ownership for the Selling Stockholder is 3.3% based on all shares
of all classes of our common stock outstanding on January 28, 2002, after giving
effect to the issuance of the Stock to the Selling Stockholder. Beneficial
ownership is determined in accordance with the SEC Rule 13d-3 and generally
includes shares over which the holder has voting or investment power, subject to
community property laws. All shares of Class A common stock obtainable upon
conversion of securities or exercise of stock options or warrants (including
those that are not currently exercisable but will become exercisable within 60
days hereafter) are considered to be beneficially owned by the person holding
the options or warrants for computing that person's percentage, but are not
treated as outstanding for computing the percentage of any other person.

                                    DILUTION

         Purchasers of our Class A common stock offered by this prospectus will
suffer an immediate and substantial dilution in net tangible book value per
share. Dilution is the amount by which the offering price paid by the purchasers
of the shares of Class A common stock will exceed the net tangible book value
per share of our common stock after this offering. The net tangible book value
per share of common stock is determined by subtracting total liabilities from
the total tangible assets and dividing the difference by the number of shares of
our common stock deemed to be outstanding on the date the tangible book value is
determined. As of September 30, 2001, we had a deficit tangible book value of
$(283.7) million, or $(2.45) per share. After giving effect to the conversion of
$37.5 million from debt to equity, our deficit tangible book value per share
at September 30, 2001 is a deficit of $(246.3) million, or $(2.06) per share.
Assuming the sale of 3,896,580 shares at an offering price of $11.10 per share,
our net tangible book value as of September 30, 2001 would have been a deficit
of $(246.3) million, or $(2.06) per share. This represents an immediate dilution
to new investors of $13.16 per share. The following table illustrates this per
share dilution:

<TABLE>
<CAPTION>
                                                                                  Per Share
                                                                                  ---------
         <S>                                                                      <C>
         Assumed offering price (1)..............................................   $11.10
                                                                                    ------
         Deficit tangible book value per share as of September 30, 2001..........    (2.45)
         To give effect of debt conversion.......................................     0.39
                                                                                    ------
         Deficit tangible book value after this offering.........................    (2.06)
                                                                                    ------
         Dilution per share to new investors.....................................   $13.16
                                                                                    ======
</TABLE>

--------

(1)      Based on the closing price of our Class A common stock on January 29,
         2002.

                              PLAN OF DISTRIBUTION

         The Selling Stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of its shares of
Class A common stock on any stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholder may use any one or more of the
following methods when selling shares:

                                       15
<PAGE>

     .    ordinary brokerage transactions and transactions in which the
          broker-dealer solicits purchasers;

     .    block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

     .    purchases by a broker-dealer as principal and resale by the
          broker-dealer for its account;

     .    an exchange distribution in accordance with the rules of the
          applicable exchange;

     .    privately negotiated transactions;

     .    short sales;

     .    broker-dealers may agree with the Selling Stockholder to sell a
          specified number of such shares at a stipulated price per share;

     .    a combination of any such methods of sale; and

     .    any other method permitted pursuant to applicable law.

     The Selling Stockholder may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     Broker-dealers engaged by the Selling Stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

     The Selling Stockholder may from time to time pledge or grant a security
interest in some or all of the Stock owned by it and, if it defaults in the
performance of its secured obligations, the pledgees or secured parties may
offer and sell shares of the Stock from time to time under this prospectus, or
under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as Selling
Stockholders under this prospectus.

     The Selling Stockholder also may transfer the shares of the Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

     The Selling Stockholder and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Selling Stockholder has

                                       16
<PAGE>

informed us that it does not have any agreements or understandings, directly or
indirectly, with any person to distribute the Stock.

     We are required to pay all fees and expenses incident to the registration
of the Stock.

                                 LEGAL MATTERS

     The law firm of Foley & Lardner will pass upon certain legal matters
relating to the validity of the securities offered by this prospectus.

                                    EXPERTS

     Our consolidated financial statements, appearing in our Annual Report (Form
10-K) for the year ended December 31, 2000, have been audited by McGladrey &
Pullen, LLP, independent auditors, as set forth in their report included therein
and incorporated in this prospectus by reference. The consolidated financial
statements are incorporated in this prospectus in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The Securities and Exchange Commission allows us to "incorporate by
reference" in this prospectus certain information which we file with the
Securities and Exchange Commission. This means we can fulfill, and fulfilled,
our obligations to provide you with certain important information by referring
you to other documents which we have filed with the Securities and Exchange
Commission. The information which is incorporated by reference is an important
part of this prospectus.

     We are incorporating by reference in this prospectus the following
documents which we have filed, or may later file, with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended. The
information we file with the Securities and Exchange Commission later will
automatically update and supersede the present information.

     1.   Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2000 (SEC file number 0-23125).

     2.   Our Quarterly Reports on Form 10-Q for the three months ended March
          31, 2001, June 30, 2001 and September 30, 2001 (SEC file number 0-
          23125).

     3.   All reports which we file with the Securities and Exchange Commission
          under the Securities Exchange Act after the date of the initial
          registration statement of which this prospectus is a part and prior to
          the effective date of such registration statement.

     4.   The description of our capital stock in our registration statement on
          Form 8-A (File No. 001-15997) filed under the Securities Exchange Act
          on July 20, 2000, which, in turn, incorporated such description by
          reference to page 78 of our Preliminary Prospectus, dated April 20,
          2000, filed with the Securities and

                                       17
<PAGE>

          Exchange Commission on April 21, 2000, as part of our Registration
          Statement on Form S-1 (No. 333-35336), and any amendments or reports
          filed to update the description.

     All documents which we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act between the date of this prospectus and the termination
of the offering shall be deemed to be incorporated by reference into this
prospectus. We will provide to each person to whom a prospectus is delivered,
including any beneficial owner, a copy of any or all of the information which is
incorporated by reference in this prospectus but which is not delivered with
this prospectus.

     We will provide such information, at no cost to the requesting person, upon
written or oral request made to:

                                General Counsel
                    Entravision Communications Corporation
                    2425 Olympic Boulevard, Suite 6000 West
                        Santa Monica, California 90404
                                (310) 447-3870

     You should rely only on the information in this prospectus or any
prospectus supplement or incorporated by reference in them. We have not
authorized anyone else to provide you with different information. Offers of the
securities are being made only in states where the offers are permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents. If information in incorporated documents conflicts with information
in this prospectus, you should rely on the most recent information. If
information in an incorporated document conflicts with information in another
incorporated document, you should rely on the most recent incorporated document.

     This prospectus is part of a registration statement on Form S-3 that has
been filed with the Securities and Exchange Commission. It does not include all
of the information that is in the registration statement and the additional
documents filed as exhibits with it. For more detailed information, you should
read the exhibits themselves.

     We are subject to the informational requirements of the Securities Exchange
Act and, in accordance with it, are required to file reports, proxy and
information statements, and other information with the Securities and Exchange
Commission. Such reports, proxy and information statements and other information
can be inspected and copied at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information about the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. We electronically file
reports, proxy and information statements, and other information with the
Securities and Exchange Commission. The Securities and Exchange Commission
maintains an Internet website that contains our electronically filed reports,
proxy and information statements, and other information at http://www.sec.gov.
                                                           ------------------
We maintain an Internet website at http://www.entravision.com.
                                   --------------------------

                                       18
<PAGE>

                                INDEMNIFICATION

     Our restated certificate of incorporation allows us to indemnify our
officers and directors to the maximum extent allowed under Delaware law. This
includes indemnification for liability which could arise under the Securities
Act. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
under these provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

                                       19
<PAGE>

                               _________________

     No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by Entravision Communications Corporation, a Selling Stockholder or any
underwriter. This prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, Class A common stock in any jurisdiction to
any person to whom, it is unlawful to make such an offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus nor any sale made under
this prospectus shall, under any circumstances, create any implication that the
information contained in this prospectus is correct as of any time after the
date of the prospectus or that there has been no change in the affairs of
Entravision Communications Corporation after the date of this prospectus.

                               _________________

                               3,896,580 SHARES

                    ENTRAVISION COMMUNICATIONS CORPORATION

                             CLASS A COMMON STOCK
                               _________________

                                  PROSPECTUS
                               _________________

                               __________, 2002
<PAGE>

                                     PART II

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth an itemized estimate of fees and expenses
payable by the registrant in connection with the offering described in this
registration statement:


Securities and Exchange Commission registration fee...........    $ 3,956

New York Stock Exchange additional listing fee................    $13,650

Counsel fees and expenses.....................................    $35,000*

Accounting fees and expenses..................................    $30,000*

Blue Sky fees and expenses....................................    $     0

Transfer agent and registrar fees.............................    $   700*

Miscellaneous.................................................    $10,000*
                                                                  -------
Total.........................................................    $93,306*
                                                                  =======

------------
*Estimate

     All of the above expenses will be paid by the registrant.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     We are incorporated under the laws of the State of Delaware. Section 145 of
the Delaware General Corporation Law, as the same exists or may hereafter be
amended, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was illegal. A Delaware corporation may indemnify any persons who
are, were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reasons of the
fact that such person was a director, officer,

                                      II-1
<PAGE>

employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director, employee or agent is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director has actually and
reasonably incurred.

     Section 145 of the Delaware General Corporation Law further authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, arising out
of his or her status as such, whether or not the corporation would otherwise
have the power to indemnify him or her under Section 145.

     Our restated certificate of incorporation provides that, to the fullest
extent permitted by Delaware law, as it may be amended from time to time, none
of our directors will be personally liable to us or our stockholders for
monetary damages resulting from a breach of fiduciary duty as a director, except
for (i) liability resulting from a breach of the director's duty of loyalty to
us or our stockholders, (ii) acts or omissions which are not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payment of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law or (iv) a
transaction from which the director derived an improper personal benefit.

     Our restated certificate of incorporation also provides mandatory
indemnification for the benefit of our directors and officers and discretionary
indemnification for the benefit of our employees and agents, in each instance to
the fullest extent permitted by Delaware law, as it may be amended from time to
time. In addition, we have entered into individual indemnification agreements
with each of our directors and officers providing additional indemnification
benefits. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors or officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable. We provide directors' and officers' liability insurance coverage
for our directors and officers.

                                      II-2
<PAGE>

ITEM 16.  EXHIBITS

Exhibit No.    Description
----------     -----------

5 ...........  Opinion of Foley & Lardner

10.1 ........  Secured Promissory Note dated December 18, 2000

10.2 ........  Limited Liability Company Agreement of Lotus/Entravision Reps LLC
               dated as of August 10, 2001

23.1 ........  Consent of Foley & Lardner (included in Exhibit 5)

23.2 ........  Consent of McGladrey & Pullen, LLP

ITEM 17.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

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

     (2)  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.

     (3)  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.

     (4)  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.

     (5)  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 provisions
          described in Item 15, or otherwise, the registrant has been advised
          that in the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act and is,

                                      II-3
<PAGE>

          therefore, unenforceable. In the event that a claim for
          indemnification against such liabilities (other than the payment by
          the registrant of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful defense of any
          action, suit or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities being registered,
          the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on this 29th day
of January, 2002.

                                   Entravision Communications Corporation



                                   By:   /s/ Walter F. Ulloa
                                       -----------------------------------------
                                                  Walter F. Ulloa,
                                          Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                               Title                                  Date
          ---------                               -----                                  ----
<S>                            <C>                                                 <C>
    /s/ Walter F. Ulloa           Chairman and Chief Executive Officer             January 29, 2002
-----------------------------
       Walter F. Ulloa                (principal executive officer)

  /s/ Philip C. Wilkinson        President, Chief Operating Officer and            January 29, 2002
-----------------------------
     Philip C. Wilkinson                        Director

                                 Executive Vice President, Treasurer and           January 29, 2002
    /s/ Jeanette Tully         Chief Financial Officer (principal financial
-----------------------------
        Jeanette Tully          officer and principal accounting officer)

    /s/ Paul A. Zevnik
-----------------------------            Secretary and Director                    January 29, 2002
        Paul A. Zevnik

  /s/ Darryl B. Thompson
-----------------------------                   Director                           January 29, 2002
     Darryl B. Thompson

   /s/ Amador S. Bustos
-----------------------------                   Director                           January 29, 2002
       Amador S. Bustos

   /s/ Andrew W. Hobson
-----------------------------                   Director                           January 29, 2002
       Andrew W. Hobson

  /s/ Michael D. Wortsman
-----------------------------                   Director                           January 29, 2002
     Michael D. Wortsman
</TABLE>

                                      II-5
<PAGE>

         Signature                        Title                   Date
         ---------                        -----                   ----

   /s/ Michael S. Rosen
-----------------------------            Director             January 29, 2002
       Michael S. Rosen


-----------------------------            Director             January __, 2002
      Esteban E. Torres

  /s/ Patricia Diaz Dennis
-----------------------------            Director             January 29, 2002
     Patricia Diaz Dennis

                                      II-6

