REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------

                        RADIO UNICA COMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)

                       DELAWARE                   65-0856900
          (State or other jurisdiction         (I.R.S. employer
        of incorporation or organization)     identification no.)

                        8400 N.W. 52ND STREET, SUITE 101
                              MIAMI, FLORIDA 33166
                                  (305)463-5000
                    (Address of principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                MARTIN H. NEIDELL
                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                     (Name and address of agent for service)

                                 (212) 806-5836
          (Telephone number, including area code of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE


                                         PROPOSED      PROPOSED
                                         MAXIMUM       MAXIMUM
                           AMOUNT        OFFERING      AGGREGATE      AMOUNT OF
TITLE OF SECURITIES        TO BE         PRICE         OFFERING     REGISTRATION
TO BE REGISTERED         REGISTERED     PER SHARE(1)   PRICE            FEE

Common Stock
$.01 par value . . . .  5,000,000      $ 25.8125     $ 129,062,500  $ 34,073.00
                         shares(2)


(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the closing price for a share
         of Common Stock of Registrant as reported on the Nasdaq Stock Market.

(2)      There are also being registered hereunder such additional shares as may
         be issued pursuant to the anti-dilution provisions of the plan.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Note:          The documents containing the information specified in this Part I
               will be sent or given to employees as specified by Rule 428(b)(1)
               promulgated under the Securities Act of 1933, as amended (the
               "Act"). Such documents need not be filed with the Securities and
               Exchange Commission (the "Commission") either as part of this
               Registration Statement or as prospectuses or prospectus
               supplements pursuant to Rule 424 under the Act. These documents
               and the documents incorporated by reference in the Registration
               Statement pursuant to Item 3 of Part II of this Form S-8, taken
               together, constitute a prospectus that meets the requirements of
               Section 10(a) of the Act. See Rule 428(a)(1) under the Act.


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

          (a) The Registrant's Prospectus dated October 19, 1999 filed pursuant
to Rule 424(b) under the Securities Act of 1933 (Registration No. 333-82561);

          (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999; and

          (c) Item 1 of the Registrant's Registration Statement on Form 8-A,
filed July 12, 1999 to register the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date 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 in this Registration Statement and to be
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.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Certificate of Incorporation and By-laws of the Registrant provide
for the Registrant to indemnify its officers, directors and employees to the
fullest extent permitted by the Delaware General Corporation Law against certain
liabilities and expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number

5         -     Opinion of Stroock & Stroock & Lavan LLP.

23(a)     -     Consent of Stroock & Stroock & Lavan LLP. Included in
                Exhibit 5 to this Registration Statement.

23(b)     -     Consent of Ernst & Young LLP.

23(c)     -     Consent of Miller, Kaplan, Arase & Co., LLP.

24         -    Power of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

               (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;

               (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 (1)(i) and (1)(ii) do not apply if
the registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

          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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

          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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.


<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on January 7, 2000.

                                     RADIO UNICA COMMUNICATIONS CORP.
                                     (Registrant)


                                     By: /s/ STEVEN E. DAWSON
                                        ---------------------------
                                         Steven E. Dawson
                                         Executive Vice President and
                                         Chief Financial Officer


                                POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Joaquin F. Blaya, Steven E. Dawson and Manuel A. Borges, and
each of them acting individually, with full power of substitution to file one or
more amendments, including Post-Effective Amendments, to this Registration
Statement, which Amendments may make such changes as any of them deems
appropriate, and each person whose signature appears below, individually and in
each capacity stated below, hereby appoints Joaquin F. Blaya, Steven E. Dawson
and Manuel A. Borges, and each of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such Amendments to this Registration Statement.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
January 7, 2000 in the capacities indicated:


SIGNATURE                             TITLE

/s/ JOAQUIN F. BLAYA            Chief Executive Officer and Director (principal
--------------------------      executive officer)
Joaquin F. Blaya

/s/ STEVEN E. DAWSON            Chief Financial Officer (principal financial
--------------------------      officer) and Director
Steven E. Dawson

/s/ MANUEL A. BORGES            Chief Accounting Officer
--------------------------
Manuel A. Borges

/s/ JOSE C. CANCELA             Director
--------------------------
Jose C. Cancela

--------------------------      Director
Andrew C. Goldman

/s/ SIDNEY LAPIDUS              Director
--------------------------
Sidney Lapidus

/s/  JOHN D. SANTOLERI          Director
--------------------------
John D. Santoleri

---------------------------     Director
Leonard S. Coleman, Jr.

---------------------------     Director
Richard E. Dillon


<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                                 Page
Number            Description                                           Number

5                 Opinion of Stroock & Stroock & Lavan LLP.

23(a)             Consent of Stroock & Stroock & Lavan LLP.
                  Included in Exhibit 5 to this
                  Registration Statement

23(b)             Consent of Ernst & Young LLP.

23(c)             Consent of Miller, Kaplan, Arase & Co., LLP.

24                Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13304}]
{"company-data": {"conformed-name": "RADIO UNICA COMMUNICATIONS CORP", "cik": "0001089953", "assigned-sic": "4832", "irs-number": "650856900", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94309", "film-number": "504223"}, "business-address": {"street1": "8400 NW 52ND ST", "street2": "STE 101", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3054635000"}, "mail-address": {"street1": "8400 NW 52ND ST", "street2": "STE 101", "city": "MIAMI", "state": "FL", "zip": "33166"}}
REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------

                        RADIO UNICA COMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)

                       DELAWARE                   65-0856900
          (State or other jurisdiction         (I.R.S. employer
        of incorporation or organization)     identification no.)

                        8400 N.W. 52ND STREET, SUITE 101
                              MIAMI, FLORIDA 33166
                                  (305)463-5000
                    (Address of principal executive offices)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                MARTIN H. NEIDELL
                          STROOCK & STROOCK & LAVAN LLP
                                 180 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                     (Name and address of agent for service)

                                 (212) 806-5836
          (Telephone number, including area code of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE

                                         PROPOSED      PROPOSED
                                         MAXIMUM       MAXIMUM
                           AMOUNT        OFFERING      AGGREGATE      AMOUNT OF
TITLE OF SECURITIES        TO BE         PRICE         OFFERING     REGISTRATION
TO BE REGISTERED         REGISTERED     PER SHARE(1)   PRICE            FEE

Common Stock
$.01 par value . . . .  5,000,000      $ 25.8125     $ 129,062,500  $ 34,073.00
                         shares(2)

(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) on the basis of the closing price for a share
         of Common Stock of Registrant as reported on the Nasdaq Stock Market.

(2)      There are also being registered hereunder such additional shares as may
         be issued pursuant to the anti-dilution provisions of the plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:          The documents containing the information specified in this Part I
               will be sent or given to employees as specified by Rule 428(b)(1)
               promulgated under the Securities Act of 1933, as amended (the
               "Act"). Such documents need not be filed with the Securities and
               Exchange Commission (the "Commission") either as part of this
               Registration Statement or as prospectuses or prospectus
               supplements pursuant to Rule 424 under the Act. These documents
               and the documents incorporated by reference in the Registration
               Statement pursuant to Item 3 of Part II of this Form S-8, taken
               together, constitute a prospectus that meets the requirements of
               Section 10(a) of the Act. See Rule 428(a)(1) under the Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

          (a) The Registrant's Prospectus dated October 19, 1999 filed pursuant
to Rule 424(b) under the Securities Act of 1933 (Registration No. 333-82561);

          (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999; and

          (c) Item 1 of the Registrant's Registration Statement on Form 8-A,
filed July 12, 1999 to register the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date 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 in this Registration Statement and to be
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.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Certificate of Incorporation and By-laws of the Registrant provide
for the Registrant to indemnify its officers, directors and employees to the
fullest extent permitted by the Delaware General Corporation Law against certain
liabilities and expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number

5         -     Opinion of Stroock & Stroock & Lavan LLP.

23(a)     -     Consent of Stroock & Stroock & Lavan LLP. Included in
                Exhibit 5 to this Registration Statement.

23(b)     -     Consent of Ernst & Young LLP.

23(c)     -     Consent of Miller, Kaplan, Arase & Co., LLP.

24         -    Power of Attorney (included on signature page).

ITEM 9.  UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

               (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;

               (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 (1)(i) and (1)(ii) do not apply if
the registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

          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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

          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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on January 7, 2000.

                                     RADIO UNICA COMMUNICATIONS CORP.
                                     (Registrant)

                                     By: /s/ STEVEN E. DAWSON
                                        ---------------------------
                                         Steven E. Dawson
                                         Executive Vice President and
                                         Chief Financial Officer

                                POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Joaquin F. Blaya, Steven E. Dawson and Manuel A. Borges, and
each of them acting individually, with full power of substitution to file one or
more amendments, including Post-Effective Amendments, to this Registration
Statement, which Amendments may make such changes as any of them deems
appropriate, and each person whose signature appears below, individually and in
each capacity stated below, hereby appoints Joaquin F. Blaya, Steven E. Dawson
and Manuel A. Borges, and each of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such Amendments to this Registration Statement.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
January 7, 2000 in the capacities indicated:

SIGNATURE                             TITLE

/s/ JOAQUIN F. BLAYA            Chief Executive Officer and Director (principal
--------------------------      executive officer)
Joaquin F. Blaya

/s/ STEVEN E. DAWSON            Chief Financial Officer (principal financial
--------------------------      officer) and Director
Steven E. Dawson

/s/ MANUEL A. BORGES            Chief Accounting Officer
--------------------------
Manuel A. Borges

/s/ JOSE C. CANCELA             Director
--------------------------
Jose C. Cancela

--------------------------      Director
Andrew C. Goldman

/s/ SIDNEY LAPIDUS              Director
--------------------------
Sidney Lapidus

/s/  JOHN D. SANTOLERI          Director
--------------------------
John D. Santoleri

---------------------------     Director
Leonard S. Coleman, Jr.

---------------------------     Director
Richard E. Dillon
EXHIBIT INDEX

Exhibit                                                                 Page
Number            Description                                           Number

5                 Opinion of Stroock & Stroock & Lavan LLP.

23(a)             Consent of Stroock & Stroock & Lavan LLP.
                  Included in Exhibit 5 to this
                  Registration Statement

23(b)             Consent of Ernst & Young LLP.

23(c)             Consent of Miller, Kaplan, Arase & Co., LLP.

24                Power of Attorney (included on signature page).