UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~February 2219, 2009

UNIVISION COMMUNICATIONS INC.

(Exact name of registrant as specified in charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-12223		95-4398884
(Commission File Number)		(IRS Employer Identification No.)

001-12223

(Commission File Number)

95-4398884

(IRS Employer Identification No.)

605 Third Avenue, 12^th Floor

New York, NY 10158

(Address of principal executive offices)

(212) 455-5200

(Registrant’s telephone number, including area code)

NO CHANGE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 15.0102. ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On(d) ~~January 22~~Effective February 19, 2009, ~~Univision~~David ~~Communications~~Trujillo, ~~Inc.~~a ~~(the~~Founding ~~“Company”)~~Partner ~~and~~of ~~Grupo~~TPG ~~Televisa,~~Capital ~~S.A. de C.V.~~ (“~~Televisa~~TPG”), ~~announced~~replaced byKarl ~~press~~Peterson, ~~release~~as ~~that~~one ~~they~~of ~~had amended~~ the directors ~~existing~~of ~~Program~~Univision ~~License~~Communications ~~Agreement~~Inc. (the “~~Original PLA~~Company”) ~~between~~designated ~~the parties~~by inTPG. ~~connection with a settlement of the litigation involving the Original PLA~~Mr. ATrujillo ~~copy~~was ofalso ~~the~~appointed ~~press release is attached~~ to ~~this~~the ~~report~~Audit asCommittee ~~Exhibit~~effective ~~99.1~~February ~~and~~19, ~~is incorporated herein by reference~~2009.

~~Amended~~TPG holds more than a 5% equity interest in the Company’s parent companies, Broadcasting Media Partners, Inc. and ~~Restated~~Broadcast ~~Program~~Media ~~License~~Partners ~~Agreement~~Holdings, Inc. During the year ended December 31, 2008, the Company paid each of Avaya Inc. and TXU Corporation, an aggregate of $0.4 million, and received from each of Altel Corporation and Burger King Corporation, an aggregate of $17.2 million. TPG has a more than 10% equity interest in each of these companies.

The amended and restated Program License Agreement (the “Amended PLA”), which is effective through the original term of 2017, will continue to provide the Company with exclusive broadcast rights to certain Televisa programming in the U.S and Puerto Rico. Broadcast rights for Puerto Rico were previously granted to the Company pursuant to a separate agreement, which was terminated upon execution of the Amended PLA.

Pursuant to the Original PLA, through December 31, 2008 the Company paid a license fee based on percentages of net time sales on the networks subject to certain adjustments. Effective January 1, 2009 under the Amended PLA, the Company will now pay Televisa (i) 9.36% of certain revenues derived from the Company’s existing networks, stations, and the licensed Televisa programs (excluding advertising revenue from certain soccer programming) plus (ii) 2.02% of the excess (if any) of such revenues over $1,548,500,000.

Under the Amended PLA, the Company’s ability to use unsold advertising time for its own and its subsidiaries purposes without payment of a royalty has been clarified and affirmed. Televisa will also continue to have the right to use, without charge and subject to limitations, a portion of the advertising time that the Company does not either sell to advertisers or use for its own purposes. Pursuant to the Amended PLA, the Company will annually provide Televisa with a gross value of at least $66,500,000 of such advertising, of which $59,000,000 will be subject to annual adjustments for inflation. Also, the Company is no longer obligated to purchase $10,000,000 worth of advertising time on Televisa’s television network, nor is Televisa any longer obligated to purchase advertising from the Company.”

The summary of the Amended PLA is qualified in its entirety by reference to a copy of the Amended PLA which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Settlement Agreement

In connection with the Amended PLA, the parties also entered into a settlement agreement (the “Settlement Agreement’) with respect to the litigation between Televisa and the Company concerning the Original PLA. Under the Settlement Agreement all claims and counterclaims (whether known or unknown) under the Original PLA whether or not included in the litigation have been released and discharged (including those that had previously been dismissed without prejudice), other than with respect to Televisa’s claim that the Original PLA entitled it to transmit or permit others to transmit any television programming into the United States from Mexico over or by means of the Internet and certain pending disputes about rights under the Original PLA to movies that Televisa obtained rights from others or co-produced. A separate trial with respect to the internet issues is scheduled to begin in March 2009. As part of the Settlement Agreement the Company paid Televisa $3,500,000 and withdrew its protest on monies previously paid to Televisa under protest. The summary of the Settlement Agreement is qualified in its entirety by reference to a copy of the Settlement Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

ITEM 8.01.

Other Events.

AsAt ~~discussed above,~~ the ~~parties~~instance ~~entered~~of ~~into~~ the ~~Settlement~~ ~~Agreement~~judge, ~~with respect to~~ the Company ~~litigation~~and ~~between~~Grupo Televisa ~~and the Company concerning the Original PLA~~S.A. ~~Under~~agreed ~~the~~on ~~Settlement~~February 24, ~~Agreement~~2009, ~~all~~to ~~claims~~continue ~~and counterclaims (whether known or unknown) under~~ the ~~Original~~commencement ~~PLA~~of ~~whether or not included in~~ the ~~litigation~~trial ~~have~~from ~~been released and discharged (including those that had previously been dismissed without prejudice)~~March 3, ~~other~~2009 ~~than with respect~~ to ~~Televisa’s~~April 21, ~~claim~~2009 ~~that~~on the ~~Original~~remaining ~~PLA~~Internet ~~entitled~~issues itthat towere ~~transmit~~not orpart ~~permit others to transmit any television programming into the United States from Mexico over or by means~~ of the ~~Internet~~settlement and ~~certain~~release ~~pending~~described ~~disputes about rights under~~ in the ~~Original~~Company’s ~~PLA~~Current toReport ~~movies~~on ~~that~~Form ~~Televisa obtained rights from others or co~~8-~~produced.~~K Afiled ~~separate~~on ~~trial~~January 27, ~~with respect~~2009 to (the ~~internet issues is scheduled to begin in March 2009~~“Form 8-K”).

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
10.1		Third Amended and Restated Program License Agreement dated as of January 22, 2009 between Televisa, SA, de C.V. and Univision Communications Inc.
10.2		Mutual Release and Settlement Agreement dated as of January 22, 2009 between Televisa, S.A. de C.V. and Grupo Televisa, S.A.B., on the one hand, and Univision Communications Inc. and Telefutura Network on the other hand.
99.1		Press release dated January 22, 2009.

Explanatory Note:

The Third Amended and Restated Program License Agreement filed with the Form 8-K inadvertently included an incorrect page 19 that contained an immaterial error. Attached is the corrected version.


Exhibit Number		Description
10.1		Third Amended and Restated Program License Agreement dated as of January 22, 2009 between Televisa, SA, de C.V. and Univision Communications Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNIVISION COMMUNICATIONS INC. (Registrant)	~~UNIVISION COMMUNICATIONS INC. (Registrant)~~
Date: January 26, 2009		By:	/s/ PETER H. LORI
Date: February 27, 2009	By:	/S/ PETER H. LORI
		Peter H. Lori	~~Peter H. Lori~~
		Senior Vice President and Chief Accounting Officer	~~Senior Vice President and Chief Accounting Officer~~

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