AMENDMENT NO. 2 (THE "AMENDMENT") TO EMPLOYMENT AGREEMENT BETWEEN UNIVISION COMMUNICATIONS INC. ("UNIVISION") AND HENRY CISNEROS, (AS PREVIOUSLY AMENDED, THE "EMPLOYMENT AGREEMENT")

                     AMENDMENT NO. 2 (THE "AMENDMENT") TO
                         EMPLOYMENT AGREEMENT BETWEEN
        UNIVISION COMMUNICATIONS INC. ("UNIVISION") AND XXXXX XXXXXXXX,
              (AS PREVIOUSLY AMENDED, THE "EMPLOYMENT AGREEMENT") 

                               January 1, 1999

To:  Mr. Xxxxx Xxxxxxxx
     c/o Univision Communications Inc.

Dear Xxxxx:

     Your Employment Agreement will expire on December 31, 2000 (the "Term"). 
Univision desires to extend the Term for an additional one year period.  You 
and we hereby agree to amend the Employment Agreement as follows:

     1.  TERM.  The Term is hereby extended for an additional one year 
period.  The Employment Agreement shall expire on December 31, 2001, unless 
earlier terminated in accordance with the terms set forth in the Employment 
Agreement.

     2.  SALARY.  Your annual Base Salary rate shall be: Six Hundred Thousand 
Dollars ($600,000) for calendar year 1999;  Six Hundred Thousand Dollars 
($600,000) for calendar year 2000; and Six Hundred Thousand Dollars 
($600,000) for calendar year 2001. 

     3.  OTHER.  Except as provided in this Amendment, all other terms and 
conditions set forth in the Employment Agreement shall remain in full force 
and effect, and the parties hereby ratify and confirm the Employment 
Agreement, as amended hereby.

     4.  EFFECTIVE DATE OF AMENDMENT.  Upon its execution by you and 
Univision, this Amendment shall become effective as of the date first written 
above.

     5.  EXCLUSIVITY.  During the Term, you shall not directly or indirectly 
enter into any discussions or negotiations with anyone other than Univision 
for the performance of services by  you after the expiration of the Term.  
You will negotiate in good faith exclusively with Univision if Univision 
elects to seek an extension or renewal of your Employment Agreement prior to 
the expiration of the Term.

     Please indicate your agreement to this Amendment to the Employment 
Agreement by signing in the space provided below.

                                       UNIVISION COMMUNICATIONS INC.

                                       By: /s/ Xxxxxx X. Xxxxx
                                          -----------------------
                                           Xxxxxx X. Xxxxx
                                           Chief Financial Officer

I have read the preceding Amendment and agree to its terms and conditions:


/s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx