FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GRUPO TELEVISA S A   2. Issuer Name and Ticker or Trading Symbol UNIVISION COMMUNICATIONS INC [UVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) AVENIDA CHAPULTEPEC NO. 28, COLONIA DOCTORES 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2007 (Street)   4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/29/2007   D   16,594,500 (1) D $ 36.25 0 I Through wholly owned subsidiaries Class T Common Stock 03/29/2007   D   13,570,980 (1) D $ 36.25 0 D   Class T Common Stock 03/29/2007   D   22,054 (1) D $ 36.25 0 I Through wholly owned subsidiaries

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to Purchase Class T Common Stock

$ 0.032

03/29/2007

D

2,000 (2)

(2)

(2)

Class T Common Stock

2,000

$ 36.25

0

I

Through wholly owned subsidiaries

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRUPO TELEVISA S A AVENIDA CHAPULTEPEC NO. 28 COLONIA DOCTORES		X

Signatures

Grupo Televisa, S.A. by /s/ Joaquin Balcarcel, Vice President and General Counsel		04/02/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the merger agreement among the Issuer, Umbrella Holdings, LLC and Umbrella Acquisition, Inc. (the "Merger Agreement") in exchange for the right to receive $36.25 per share on the effective date of the merger.
(2)	Pursuant to the Merger Agreement, at the effective time of the merger, each warrant held by the Reporting Person was cancelled in exchange for cash equal to the product of (1) the excess, if any, of $36.25 over the per share exercise price of the warrant and (2) the number of shares issuable upon exercise of the warrant. No cash was exchanged in respect of warrants with an exercise price of more than $36.25.

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