<PAGE>

     As filed with the Securities and Exchange Commission on August 28, 1997.
                                               Registration No. 333-____________

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                            UNIVISION COMMUNICATIONS INC.
                (Exact name of registrant as specified in its charter)

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

              DELAWARE                                     94-4398884
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                     Identification No.)

         1999 AVENUE OF THE STARS, SUITE 3050, LOS ANGELES, CALIFORNIA  90067
                       (Address of principal executive offices)

              UNIVISION COMMUNICATIONS INC. 1996 PERFORMANCE AWARD PLAN
                               (Full title of the plan)

                                   ROBERT V. CAHILL
                         1999 AVENUE OF THE STARS, SUITE 3050
                            LOS ANGELES, CALIFORNIA  90067
                       (Name and address of agent for service)

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

  Telephone number, including area code, of agent for service:  (310) 556-7676

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

                                      Copies to:
          SYLVIA R. ESQUIVEL                        KENDALL R. BISHOP
 6701 CENTER DRIVE WEST, 16TH FLOOR               O'MELVENY & MYERS LLP
 LOS ANGELES, CALIFORNIA 90045              1999 AVENUE OF THE STARS, SUITE 700
          (310) 348-3675                    LOS ANGELES, CALIFORNIA  90067-6035
                                                      (310) 553-6700

                          CALCULATION  OF REGISTRATION  FEE
--------------------------------------------------------------------------------
                                    Proposed     Proposed
                                    maximum      maximum
Title of           Amount           offering     aggregate        Amount of
securities         to be            price        offering         registration
to be registered   registered       per share    price            fee
--------------------------------------------------------------------------------

Common Stock,      5,500,000(1)     $48.53(2)    $266,921,875(2)  $80,885.42(2)
par value $.01     shares
per share
-------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
    Common Stock stated above, options and other rights to purchase or acquire
    the shares of Common Stock under the above-referenced plan and, pursuant to
    Rule 416(c), an additional indeterminate number of shares which by reason
    of certain events specified in the Plan may become subject to the Plan.

(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
    aggregate, and the registration fee were calculated based upon the average
    of the high and low prices of the Common Stock reported in THE WALL STREET
    JOURNAL as of August 22, 1997.

(3) The Exhibit Index included in this Registration Statement is at page 9.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                        PART I

                             INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS


         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be provided to employees
in accordance with Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.

                                          2

<PAGE>

                                       PART II

                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of Univision Communications Inc. (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:

    (a)  Annual Report on Form 10-K for the year ended December 31, 1996;

    (b)  Quarterly Report on Form 10-Q for the Company's fiscal quarter ended
         June 30, 1997; and

    (c)  The description of the Company's Common Stock contained in its
         Registration Statement on Form 8A dated September 25, 1996, and any
         amendment or report filed for the purpose of updating such
         description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into the
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any statement modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Common Stock, par value $.01 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

                                          3

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the General Corporation Law of Delaware, the Company's state
of incorporation, allows Delaware companies to provide certain indemnification
rights for the benefit of their officers, directors, employees and agents.  The
Company's Restated Certificate of Incorporation ("Certificate") contains
indemnification provisions covering directors, employees and agents of the
Company.

    The Certificate requires the Company to indemnify a person covered by the
indemnification provisions ("Indemnitee") to the fullest extent permitted by
applicable law.  The indemnification is for expenses, liabilities and losses
(including but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses") reasonably
incurred by an Indemnitee named or involved in a threatened, pending or
completed proceeding, whether civil, administrative or criminal in nature.

    There are some circumstances under which an Indemnitee is not entitled to
indemnification.  The first is when a proceeding is initiated by him/her without
the Company's prior approval.  The second is when an Indemnitee's conduct (which
is the subject of the proceeding) does not meet the standard of conduct (see
below) called for under the Delaware indemnification statutes.  Additionally, if
an Indemnitee is found liable for negligence or misconduct in the performance of
his/her duty to the Company in the proceeding for which indemnification is
sought, he/she may be indemnified, but only if the court in which the proceeding
was brought finds that the Indemnitee is entitled to indemnification of Expenses
(and at an amount) which the court deems appropriate.

    The Delaware statute on civil disputes requires a prospective Indemnitee to
have acted in good faith and in a manner he/she reasonably believed to be in, or
not opposed to, the best interests of the Company.  The Delaware statute on
criminal matters requires a prospective Indemnitee to have had no reasonable
cause to believe that his/her conduct was unlawful.  The determination as to
whether an Indemnitee has met the applicable standard of conduct on any given
occasion, may be made by a majority of the Board of Directors of the Company who
are not a party to the proceeding, by the Company's legal counsel pursuant to
the Board's request, or by the Company's stockholders.

    When an Indemnitee who is an officer or director of the Company incurs
Expenses in defending a proceeding, the Company will reimburse him/her for those
Expenses (even if the proceeding has not been finally resolved).  In order to be
reimbursed, that Indemnitee must promise in writing to return any amounts
advanced if it is later determined that the officer/director was not entitled to
be indemnified by the Company after all.  If an indemnity claim is not paid
within 30 days of written payment demand, the Company may be liable for the
Indemnitee's costs of enforcing his indemnity rights.

    The indemnification provisions in the Certificate are not intended to, and
do not, supersede, diminish or replace any other indemnity rights that an
Indemnitee may have now or acquire in the future as a result of any event,
including, but not limited to, statutory changes, contract(s) entered into, or
action by the stockholders or the Board of Directors.  Moreover, any repeal or
modification of the current indemnification provisions in the Certificate will
not diminish any indemnification rights that an Indemnitee may have had with
respect to proceedings that arose prior to the repeal or modification of those
indemnification provisions.

                                          4

<PAGE>

    If some or all of the indemnification provisions in the Certificate are
legally invalidated, the Company will continue to be obligated to indemnify any
Indemnitee (i) for Expenses for which indemnification is available under those
indemnification provisions that were not legally invalidated and (ii) to the
full extent permitted by applicable law.

         The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for:  (i) any breach of the
duty of loyalty to the Company or its stockholders; (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law; (iii) liability under Section 174 of the Delaware General Corporation Law
relating to certain unlawful dividends and stock repurchases; or (iv) any
transaction from which the director derived an improper personal benefit.

         Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by the Company with its directors and
officers.  The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance to directors
and officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of the Company's Bylaws.

         The Company's Bylaws permit the Company to purchase and maintain 
insurance on behalf of any director, officer, employee or agent of the 
Company against liability asserted against him or her in any such capacity, 
whether or not the Company would have the power to indemnify him or her 
against such liability under the provisions of the Bylaws.  However, the 
Company maintains directors and officers liability insurance providing 
coverage only with respect to claims made against officers and directors as 
to which they are entitled to be indemnified by the Company.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


ITEM 8. EXHIBITS

         See the attached Exhibit Index.


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 (the "Securities Act");

                                          5

<PAGE>

              (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 information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed by the
    registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
    are incorporated by reference in the Registration Statement;

         (2)  That, for the purpose of determining any liability under the
    Securities Act, 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; and

         (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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

    (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, 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, 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.

                                          6

<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 Los Angeles, State of 
California, on August 27, 1997.

                             UNIVISION COMMUNICATIONS INC.


                             By:  /s/ A. JERROLD PERENCHIO
                                  ------------------------------------
                                  A. Jerrold Perenchio
                                  Chief Executive Officer



                                  POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Robert V. Cahill and George W. Blank, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

    SIGNATURE                   TITLE                              DATE
    ---------                   -----                              ----

/s/ A. JERROLD PERENCHIO   Chairman of the Board and Chief       August 27, 1997
------------------------     Executive Officer
A. Jerrold Perenchio


/s/ GEORGE W. BLANK        Executive Vice President and          August 27, 1997
-----------------------      Chief Financial Officer, in his
George W. Blank              capacities, as chief financial
                             officer and principal accounting
                             officer

                                          7

<PAGE>

/s/ HENRY CISNEROS      President and Chief Operating      August 27, 1997
--------------------      Officer, Director
Henry Cisneros


                        Director                           August ___, 1997
--------------------
 Gustavo Cisneros



/s/ LAWRENCE W. DAM     Director                           August 27, 1997
--------------------
 Lawrence W. Dam



/s/ HAROLD GABA         Director                           August 27, 1997
--------------------
Harold Gaba



/s/ ALAN HORN           Director                           August 27, 1997
--------------------
Alan Horn



/s/ JOHN G. PERENCHIO   Director                           August 27, 1997
---------------------
John G. Perenchio



/s/ RAY RODRIGUEZ       Director                           August 27, 1997
--------------------
Ray Rodriguez

                                          8

<PAGE>

                                    EXHIBIT INDEX


Exhibit
Number             Description
-------            -----------


4.1      1996 Performance Award Plan *

4.2      Form of Stock Option Award Agreement

5.       Opinion of O'Melveny & Myers LLP (opinion re
         legality)

24.1     Consent of Independent Public Accountants

24.2     Consent of O'Melveny & Myers LLP (included in
         Exhibit 5)

25.      Power of Attorney (included in this
         Registration Statement under "Signatures")






------------------------
*   Incorporated by reference from the Company's Registration Statement File
    No. 333-6309.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21093}]
{"company-data": {"conformed-name": "UNIVISION COMMUNICATIONS INC", "cik": "0001017008", "assigned-sic": "4833", "irs-number": "954398884", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34559", "film-number": "97672152"}, "business-address": {"street1": "1999 AVENUE OF THE STARS STE 3050", "city": "LOS ANGLES", "state": "CA", "zip": "90067", "phone": "3105567600"}, "mail-address": {"street1": "1999 AVENUE OF THE STARS INC SUITE 3050", "city": "LOS ANGLES", "state": "CA", "zip": "90067"}}
As filed with the Securities and Exchange Commission on August 28, 1997.
                                               Registration No. 333-____________

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

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                            UNIVISION COMMUNICATIONS INC.
                (Exact name of registrant as specified in its charter)

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

              DELAWARE                                     94-4398884
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                     Identification No.)

         1999 AVENUE OF THE STARS, SUITE 3050, LOS ANGELES, CALIFORNIA  90067
                       (Address of principal executive offices)

              UNIVISION COMMUNICATIONS INC. 1996 PERFORMANCE AWARD PLAN
                               (Full title of the plan)

                                   ROBERT V. CAHILL
                         1999 AVENUE OF THE STARS, SUITE 3050
                            LOS ANGELES, CALIFORNIA  90067
                       (Name and address of agent for service)

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

  Telephone number, including area code, of agent for service:  (310) 556-7676

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

                                      Copies to:
          SYLVIA R. ESQUIVEL                        KENDALL R. BISHOP
 6701 CENTER DRIVE WEST, 16TH FLOOR               O'MELVENY & MYERS LLP
 LOS ANGELES, CALIFORNIA 90045              1999 AVENUE OF THE STARS, SUITE 700
          (310) 348-3675                    LOS ANGELES, CALIFORNIA  90067-6035
                                                      (310) 553-6700

                          CALCULATION  OF REGISTRATION  FEE
--------------------------------------------------------------------------------
                                    Proposed     Proposed
                                    maximum      maximum
Title of           Amount           offering     aggregate        Amount of
securities         to be            price        offering         registration
to be registered   registered       per share    price            fee
--------------------------------------------------------------------------------

Common Stock,      5,500,000(1)     $48.53(2)    $266,921,875(2)  $80,885.42(2)
par value $.01     shares
per share
-------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
    Common Stock stated above, options and other rights to purchase or acquire
    the shares of Common Stock under the above-referenced plan and, pursuant to
    Rule 416(c), an additional indeterminate number of shares which by reason
    of certain events specified in the Plan may become subject to the Plan.

(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
    aggregate, and the registration fee were calculated based upon the average
    of the high and low prices of the Common Stock reported in THE WALL STREET
    JOURNAL as of August 22, 1997.

(3) The Exhibit Index included in this Registration Statement is at page 9.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

                             INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be provided to employees
in accordance with Securities and Exchange Commission Rule 428(b)(1).  Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.

                                          2
PART II

                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of Univision Communications Inc. (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:

    (a)  Annual Report on Form 10-K for the year ended December 31, 1996;

    (b)  Quarterly Report on Form 10-Q for the Company's fiscal quarter ended
         June 30, 1997; and

    (c)  The description of the Company's Common Stock contained in its
         Registration Statement on Form 8A dated September 25, 1996, and any
         amendment or report filed for the purpose of updating such
         description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into the
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any statement modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Common Stock, par value $.01 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

                                          3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the General Corporation Law of Delaware, the Company's state
of incorporation, allows Delaware companies to provide certain indemnification
rights for the benefit of their officers, directors, employees and agents.  The
Company's Restated Certificate of Incorporation ("Certificate") contains
indemnification provisions covering directors, employees and agents of the
Company.

    The Certificate requires the Company to indemnify a person covered by the
indemnification provisions ("Indemnitee") to the fullest extent permitted by
applicable law.  The indemnification is for expenses, liabilities and losses
(including but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses") reasonably
incurred by an Indemnitee named or involved in a threatened, pending or
completed proceeding, whether civil, administrative or criminal in nature.

    There are some circumstances under which an Indemnitee is not entitled to
indemnification.  The first is when a proceeding is initiated by him/her without
the Company's prior approval.  The second is when an Indemnitee's conduct (which
is the subject of the proceeding) does not meet the standard of conduct (see
below) called for under the Delaware indemnification statutes.  Additionally, if
an Indemnitee is found liable for negligence or misconduct in the performance of
his/her duty to the Company in the proceeding for which indemnification is
sought, he/she may be indemnified, but only if the court in which the proceeding
was brought finds that the Indemnitee is entitled to indemnification of Expenses
(and at an amount) which the court deems appropriate.

    The Delaware statute on civil disputes requires a prospective Indemnitee to
have acted in good faith and in a manner he/she reasonably believed to be in, or
not opposed to, the best interests of the Company.  The Delaware statute on
criminal matters requires a prospective Indemnitee to have had no reasonable
cause to believe that his/her conduct was unlawful.  The determination as to
whether an Indemnitee has met the applicable standard of conduct on any given
occasion, may be made by a majority of the Board of Directors of the Company who
are not a party to the proceeding, by the Company's legal counsel pursuant to
the Board's request, or by the Company's stockholders.

    When an Indemnitee who is an officer or director of the Company incurs
Expenses in defending a proceeding, the Company will reimburse him/her for those
Expenses (even if the proceeding has not been finally resolved).  In order to be
reimbursed, that Indemnitee must promise in writing to return any amounts
advanced if it is later determined that the officer/director was not entitled to
be indemnified by the Company after all.  If an indemnity claim is not paid
within 30 days of written payment demand, the Company may be liable for the
Indemnitee's costs of enforcing his indemnity rights.

    The indemnification provisions in the Certificate are not intended to, and
do not, supersede, diminish or replace any other indemnity rights that an
Indemnitee may have now or acquire in the future as a result of any event,
including, but not limited to, statutory changes, contract(s) entered into, or
action by the stockholders or the Board of Directors.  Moreover, any repeal or
modification of the current indemnification provisions in the Certificate will
not diminish any indemnification rights that an Indemnitee may have had with
respect to proceedings that arose prior to the repeal or modification of those
indemnification provisions.

                                          4
If some or all of the indemnification provisions in the Certificate are
legally invalidated, the Company will continue to be obligated to indemnify any
Indemnitee (i) for Expenses for which indemnification is available under those
indemnification provisions that were not legally invalidated and (ii) to the
full extent permitted by applicable law.

         The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for:  (i) any breach of the
duty of loyalty to the Company or its stockholders; (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law; (iii) liability under Section 174 of the Delaware General Corporation Law
relating to certain unlawful dividends and stock repurchases; or (iv) any
transaction from which the director derived an improper personal benefit.

         Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by the Company with its directors and
officers.  The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance to directors
and officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of the Company's Bylaws.

         The Company's Bylaws permit the Company to purchase and maintain 
insurance on behalf of any director, officer, employee or agent of the 
Company against liability asserted against him or her in any such capacity, 
whether or not the Company would have the power to indemnify him or her 
against such liability under the provisions of the Bylaws.  However, the 
Company maintains directors and officers liability insurance providing 
coverage only with respect to claims made against officers and directors as 
to which they are entitled to be indemnified by the Company.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

         See the attached Exhibit Index.

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 (the "Securities Act");

                                          5
(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 information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed by the
    registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
    are incorporated by reference in the Registration Statement;

         (2)  That, for the purpose of determining any liability under the
    Securities Act, 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; and

         (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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

    (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, 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, 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.

                                          6
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 Los Angeles, State of 
California, on August 27, 1997.

                             UNIVISION COMMUNICATIONS INC.

                             By:  /s/ A. JERROLD PERENCHIO
                                  ------------------------------------
                                  A. Jerrold Perenchio
                                  Chief Executive Officer

                                  POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Robert V. Cahill and George W. Blank, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

    SIGNATURE                   TITLE                              DATE
    ---------                   -----                              ----

/s/ A. JERROLD PERENCHIO   Chairman of the Board and Chief       August 27, 1997
------------------------     Executive Officer
A. Jerrold Perenchio

/s/ GEORGE W. BLANK        Executive Vice President and          August 27, 1997
-----------------------      Chief Financial Officer, in his
George W. Blank              capacities, as chief financial
                             officer and principal accounting
                             officer

                                          7
/s/ HENRY CISNEROS      President and Chief Operating      August 27, 1997
--------------------      Officer, Director
Henry Cisneros

                        Director                           August ___, 1997
--------------------
 Gustavo Cisneros

/s/ LAWRENCE W. DAM     Director                           August 27, 1997
--------------------
 Lawrence W. Dam

/s/ HAROLD GABA         Director                           August 27, 1997
--------------------
Harold Gaba

/s/ ALAN HORN           Director                           August 27, 1997
--------------------
Alan Horn

/s/ JOHN G. PERENCHIO   Director                           August 27, 1997
---------------------
John G. Perenchio

/s/ RAY RODRIGUEZ       Director                           August 27, 1997
--------------------
Ray Rodriguez

                                          8
EXHIBIT INDEX

Exhibit
Number             Description
-------            -----------

4.1      1996 Performance Award Plan *

4.2      Form of Stock Option Award Agreement

5.       Opinion of O'Melveny & Myers LLP (opinion re
         legality)

24.1     Consent of Independent Public Accountants

24.2     Consent of O'Melveny & Myers LLP (included in
         Exhibit 5)

25.      Power of Attorney (included in this
         Registration Statement under "Signatures")

------------------------
*   Incorporated by reference from the Company's Registration Statement File
    No. 333-6309.