<PAGE>

As filed with the Securities and Exchange Commission on February 14, 2002
                                                       Registration No. 333-__
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                _______________

                     ENTRAVISION COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                         95-4783236
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

2425 Olympic Boulevard, Suite 6000 West                      90404
Santa Monica, California                                   (Zip Code)
(Address of Principal Executive Offices)

                     ENTRAVISION COMMUNICATIONS CORPORATION
                       2001 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

<TABLE>
<S>      <C>                                                  <C>
                  Walter F. Ulloa                                      Copy To:
         Chairman and Chief Executive Officer                     Lance Jon Kimmel, Esq.
        2425 Olympic Boulevard, Suite 6000 West                      Foley & Lardner
           Santa Monica, California 90404                    2029 Century Park East, Suite 3500
       (Name and address of agent for service)                 Los Angeles, California  90067
                  (310) 447-3870                                      (310) 227-2223
(Telephone number, including area code, of agent for service)
</TABLE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 Title of Each Class of Securities     Amount to be    Proposed Maximum Offering    Proposed Maximum          Amount of Registration
       to be Registered              Registered (1)      Price Per Share(2)      Aggregate Offering Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>                        <C>                          <C>
Class A common stock (par value
$0.0001)............                  1,200,000                $11.425               $13,710,000.00                  $1,288.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of Class
     A common stock which become issuable under the 2001 Employee Stock Purchase
     Plan by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Class A common stock of Entravision Communications Corporation.

(2)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low prices per share
     of Class A common stock of Entravision Communications Corporation on
     February 7, 2002, as reported on the New York Stock Exchange.

================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Certain information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement on Form S-8 in accordance with the explanatory note to
Part I of Form S-8 and Rule 428 under the Securities Act.

                                  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 affect the market price of our Class A common
stock.

                                       1
<PAGE>

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.

     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

                                       2
<PAGE>

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 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

                                       3
<PAGE>

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 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.

                                       4
<PAGE>

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 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;

                                       5
<PAGE>

 .    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, 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.

                                       6
<PAGE>

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.

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

                                       7
<PAGE>

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.

     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

                                       8
<PAGE>

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 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.

                             SELLING STOCKHOLDERS

     Selling stockholders (the "Selling Stockholders") who are our affiliates
may offer and sell shares of our Class A common stock, $0.0001 par value per
share, from time to time, on the New York Stock Exchange or in private
transactions at prevailing market prices or at privately negotiated prices. The
Selling Stockholders referred to in this prospectus may use this prospectus to
sell a maximum of 1,200,000 shares of our Class A common stock. We are paying
the expenses incurred in connection with the registration of these shares under
the Securities Act. Each Selling Stockholder is responsible for any brokerage
commissions or expenses he or she incurs in the sale of such shares. We will not
receive any proceeds from the sale of such shares.

     We do not know the names of the Selling Stockholders at this time. We will
supplement this prospectus, from time to time, as the names of the Selling
Stockholders and the amounts of the shares of Class A common stock to be re-
offered become known to us. We will file all such supplements to this prospectus
with the Commission as required by Rule 424(b).

                                       9
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     We are incorporating by reference into this Registration Statement the
following documents previously filed with the Commission:

     (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000 (SEC File No. 001-15997), which includes audited financial statements as of
and for the fiscal year ended December 31, 2000.

     (b)  All other reports which we filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the document
referred to in (a) above.

     (c)  The description of our Class A common stock in our Registration
Statement on Form 8-A (SEC File No. 001-15997) filed with the Commission on July
20, 2000 pursuant to Section 12 of the Exchange Act, which, in turn,
incorporated such description by reference to page 78 of our Preliminary
Prospectus, dated April 20, 2000, filed with the Commission on April 21, 2000,
as part of our Registration Statement on Form S-1 (SEC File No. 333-35336), and
any amendments or reports filed to update the description.

     All documents we filed pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of filing of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Kenneth D. Polin, a partner of Foley & Lardner, holds 14,450 shares of our
Class A common stock and stock options to acquire 50,000 shares of our Class A
common stock.

Item 6.   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

                                     II-1
<PAGE>

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, 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

                                     II-2
<PAGE>

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.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit
Number           Exhibit
------           -------

4.1              Entravision Communications Corporation 2001 Employee Stock
                 Purchase Plan (filed as an exhibit to the registrant's
                 definitive Proxy Statement filed with the Securities and
                 Exchange Commission on April 9, 2001)
5*               Opinion of Foley & Lardner
23.1*            Consent of Foley & Lardner (included in Exhibit 5 to this
                 Registration Statement)
23.2*            Consent of McGladrey & Pullen, LLP
24*              Power of Attorney (included on the Signature Page to this
                 Registration Statement)
_______________
*Filed herewith

Item 9.   Undertakings.

     (a)  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:

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

                 (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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

                                     II-3
<PAGE>

          (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 herein, 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.

     (b)  The undersigned registrant hereby undertakes 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 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.

     (c)  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 Act 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 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 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, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 February 14,
2002.

                                        ENTRAVISION COMMUNICATIONS CORPORATION

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

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Entravision Communications
Corporation, a Delaware corporation, do hereby constitute and appoint Walter F.
Ulloa and Jeanette Tully, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                                     II-5
<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>
            Signature                              Title                             Date
            ---------                              -----                             ----
<S>                                <C>                                    <C>
  /s/ Walter F. Ulloa                Chairman, Chief Executive Officer         February 7, 2002
---------------------------------    and Director (principal executive
Walter F. Ulloa                                  officer)

  /s/ Philip C. Wilkinson           President, Chief Operating Officer         February 7, 2002
---------------------------------              and Director
Philip C. Wilkinson

  /s/ Jeanette Tully                Executive Vice President, Treasurer        February 7, 2002
---------------------------------       and Chief Financial Officer
Jeanette Tully                       (principal financial officer and
                                       principal accounting officer)

  /s/ Paul A. Zevnik                      Secretary and Director               February 7, 2002
---------------------------------
Paul A. Zevnik

  /s/ Darryl B. Thompson                         Director                      February 7, 2002
---------------------------------
Darryl B. Thompson

  /s/ Amador S. Bustos                           Director                      February 7, 2002
---------------------------------
Amador S. Bustos

_________________________________                Director                      February _, 2002
Andrew W. Hobson

  /s/ Michael D. Wortsman                        Director                      February 7, 2002
---------------------------------
Michael D. Wortsman

  /s/ Michael S. Rosen                           Director                      February 7, 2002
---------------------------------
Michael S. Rosen

  /s/ Esteban E. Torres                          Director                      February 7, 2002
---------------------------------
Esteban E. Torres

  /s/ Patricia Diaz Dennis                       Director                      February 7, 2002
---------------------------------
Patricia Diaz Dennis
</TABLE>

                                     II-6

