Exhibit 2.11
 EXECUTION COPY
 GRUPO TELEVISA, S.A.B.,
  THE BANK OF NEW YORK,
    THE BANK OF NEW YORK (LUXEMBOURG) S.A.
   
 TWELFTH SUPPLEMENTAL INDENTURE




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th sociedad anónima
bursátil Issuer Company Trustee Registrar Paying Agent Transfer Agent Paying Agent Transfer Agent Listing Agent
 Original Indenture Indenture Securities
 6.0% Senior Notes due 2018
    1




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6.0% Senior Notes due 2018
 ARTICLE I
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
 Section 101. Definitions.
  Applicable Procedures
 Clearstream Banking société anonyme
 Depositary DTC provided however
 DTC
 Euroclear
 Global Securities Global Security
 Initial Purchasers
 Interest Payment Date
 Mexican GAAP Normas de Información Financiera
aplicables en México
  2




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Notes
 Remaining Scheduled Payments
 Securities
 Securities Act
 Section 102. Section References.
  ARTICLE II
 TITLE AND TERMS OF THE SECURITIES
 Section 201. Title of the Securities.
  Section 202. Amount and Denominations.
 provided however
 Section 203. Registered Securities.
 Global
Securities Global Security
  3




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Section 204. Issuance and Pricing.
  Section 205. Stated Maturity.
  Section 206. Interest.
   Section 207. Registration, Transfer and Exchange.
 provided however
  4




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provided however
  Rule 144A Security to Regulation S Security.
  5




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Regulation S Security to Rule 144A Security.
   6




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Section 208. Redemption of the Securities.
  Section 209. Denominations.
  Section 210. Currency.
  Section 211. Applicability of Certain Indenture Provisions.
  Section 212. Security Registrar and Paying Agent.
  Section 213. Global Securities.
 Form of Securities
  7




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Rule 144A Securities Exhibit A-1 Rule 144A Security
 Regulation S Securities Exhibit A-2 Regulation S Security
  provided, however,
  8




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dWort
  Operating Procedures of the Euroclear System Terms and Conditions Governing Use of Euroclear Management Regulations Instructions to Participants
  9




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Section 214. [INTENTIONALLY OMITTED]
 Section 215. Sinking Fund.
  Section 216. Conversion; Exchange.
 Exhibit
F
 Section 217. Amendments.
  Section 218. Applicable Procedures.
  Section 219. Paying and Transfer Agent.
  ARTICLE III
 MISCELLANEOUS PROVISIONS
    10




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11




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GRUPO TELEVISA, S.A.B.,
as IssuerBy:

/s/
Salvi Folch ViaderoName:
    Salvi Folch ViaderoTitle:
    Chief Financial Officer By:
    /s/ Joaquín Balcárcel Santa CruzName:
    Joaquín Balcárcel Santa CruzTitle:
    Vice President - Legal and 
General Counsel  12




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THE BANK OF NEW YORK,
As Trustee, Registrar, Paying Agent
and Transfer AgentBY

/s/
Humberto RibeiroName:
    Humberto RibeiroTitle:
    Vice President  13




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THE BANK OF NEW YORK
(LUXEMBOURG) S.A.
as Luxembourg Paying Agent, Transfer
Agent and Listing AgentBY

/s/
Humberto RibeiroName:
    Humberto RibeiroTitle:
    Vice President  14




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Exhibit A-1
 RULE 144A NOTE
 THIS NOTE IS A RULE 144A SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ( DTC ), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  SECURITIES ACT ), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER
OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A  QUALIFIED INSTITUTIONAL
BUYER  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN  OFFSHORE
TRANSACTION 
  A-1




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PURSUANT TO RULE 903 OR 904 OF REGULATION
S, (2) AGREES THAT IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)(i) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (ii) IN AN OFFSHORE
TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. AS USED HEREIN, THE TERMS  OFFSHORE TRANSACTION ,  UNITED STATES  AND
" U.S. PERSON  HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES.
  A-2




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No. 1
    
    U.S.$[_____]CUSIP No. 40049JAW7
 Grupo Televisa, S.A.B.
   sociedad anónima
bursátil [] [] Schedule A Interest Payment
Date
 provided however provided further
  A-3




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[] Notes Indenture Trustee Twelfth Supplemental Indenture
    A-4




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A-5




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A-6




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GRUPO TELEVISA, S.A.B.Attest:
    
    
    
    
    
    
    
    By:Name:
    
    Ricardo Maldonado Yáñez
    
    
    
    
    
    Name:
    
    Salvi Folch ViaderoTitle:
    
    Secretary of the
Board of Directors of Grupo
Televisa, S.A.B.
    
    
    
    
    
    Title:
    
    Chief Financial OfficerBy:Name:
    
    Joaquín Balcárcel Santa CruzTitle:
    
    Vice President  Legal and
General Counsel
   Dated:  May 12, 2008.
    THE BANK OF NEW YORK,
as TrusteeBy:  A-7




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FORM OF REVERSE OF RULE 144A NOTE
 Notes Twelfth Supplemental Indenture
 Additional Amounts . Taxes Additional Amounts
    A-8




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A-9




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Directive
 Excluded Taxes
 Secretaría de Hacienda y Crédito Público
   A-10




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Repurchase of Notes upon a Change of Control.
 Optional Redemption. Optional
Redemption Redemption Date Make-Whole Amount
      A-11




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A-12




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provided
  Withholding Tax Redemption.
  A-13




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provided
  A-14




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THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
  A-15




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SCHEDULE A
 SCHEDULE OF EXCHANGES
  Principalamount of this
    
    
    
    
    
    Change in
    
    
    PrincipalRule 144A
    
    
    
    
    
    principal
    
    
    amount of thisNote as of the
    
    
    
    
    
    Amount of this
    
    
    Rule 144A
    
    
    Notation madedate of
    
    Date exchange
    
    
    Rule 144A Note
    
    
    Note following
    
    
    by or on behalfexchange
    
    made
    
    
    due to exchange
    
    
    such exchange
    
    
    of the TrusteeU.S.
  A-16




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Exhibit A-2
 REGULATION S NOTE
 PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
( REGULATION S ) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  SECURITIES
ACT )), THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS
DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A ( RULE 144A ) UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE l44A AND THE INDENTURE REFERRED TO HEREIN.
 THIS NOTE IS A REGULATION S SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ( DTC ), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES.
  A-17




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No. 1
    
    U.S.$[]CUSIP No. P4987VAR4
 Grupo Televisa, S.A.B.
   sociedad anónima
bursátil [] [] Schedule A Interest Payment Date
 provided however provided further
  A-18




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Notes Indenture Trustee Twelfth
Supplemental Indenture
    A-19




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Exhibit E
      A-20




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A-21




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GRUPO TELEVISA, S.A.B.Attest:
    
    
    
    
    
    
    
    By:Name:
    
    Ricardo Maldonado Yánez
    
    
    
    
    
    Name:
    
    Salvi Folch ViaderoTitle:
    
    Secretary of the
Board of Directors of Grupo
Televisa, S.A.B.
    
    
    
    
    
    Title:
    
    Chief Financial OfficerBy:Name:
    
    Joaquín Balcárcel Santa CruzTitle:
    
    Vice President  Legal and
General Counsel
   Dated: May 12, 2008
    THE BANK OF NEW YORK,
as TrusteeBy:  A-22




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FORM OF REVERSE OF REGULATION S NOTE
 Notes Twelfth Supplemental Indenture
 Additional Amounts . Taxes Additional Amounts
    A-23




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A-24




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Directive
 Excluded Taxes
 Secretaría de Hacienda y Crédito Público
   A-25




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Repurchase of Notes upon a Change of Control.
 Optional Redemption. Optional
Redemption Redemption Date Make-Whole Amount
      A-26




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A-27




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provided
  Withholding Tax Redemption.
  A-28




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provided
  A-29




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THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
  A-30




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SCHEDULE A
 SCHEDULE OF EXCHANGES
  Principal
    
    
    
    
    
    Change inamount of this
    
    
    
    
    
    principal
    
    
    PrincipalRegulation S
    
    
    
    
    
    Amount of this
    
    
    amount of thisNote as of the
    
    
    
    
    
    Regulation S
    
    
    Regulation S
    
    
    Notation madedate of
    
    Date exchange
    
    
    Note due to
    
    
    Note following
    
    
    by or on behalfexchange
    
    made
    
    
    exchange
    
    
    such exchange
    
    
    of the TrusteeU.S.
  A-31




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Exhibit B
 
 
 Re:
    
    Grupo Televisa, S.A.B.U.S.$500,000,000 6.0% Senior Notes due 2018 (the Notes)
 Trustee Company Indenture
 Transferor
  (1)
    
    the Transferor is not a distributor of the Securities, an affiliate of the
Company or any such distributor or a person acting on behalf of any of the foregoing;
 (2)
    
    the offer of the Notes was not made to a person in the United States;
 (3)
    
    either:
 (A)
    
    at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States, or(B)
    
    The transaction was executed in, on or
through the facilities of a designated offshore securities market and
neither the Transferor nor any person acting on its behalf knows
that the transaction was prearranged with a buyer in the United
States;
  B-1




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(4)
    
    no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
 (5)
    
    if the Transferor is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Securities covered by this
transfer certificate then the requirements of Rule 904(c)(1) have been satisfied;
 (6)
    
    the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and
 (7)
    
    upon completion of the transaction, the beneficial interest being transferred
as described above is to be held with the Depositary in account [].
  [Insert Name of Transferor]By:Name:Title: Dated:cc:
    
    Grupo Televisa, S.A.B.
  B-2




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Exhibit C
 
 
 Re:
    
    Grupo Televisa, S.A.B.U.S.$500,000,000 6.0% Senior Notes due 2018 (the Notes)
 Trustee Company Indenture
 Transferor
   (B)
    
    either:
     C-1




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[Insert Name of Transferor]By:Name:Title: Dated:cc:
    
    Grupo Televisa, S.A.B.
  C-2




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Exhibit D
 
 
 Re:
    
    Grupo Televisa, S.A.B.U.S.$500,000,000 6.0% Senior Notes due 2018 (the Notes)
 Trustee Company Indenture
 Transferor
 Securities Act
  D-1




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[Insert Name of Transferor]By:Name:Title: Dated:cc:
    
    Grupo Televisa, S.A.B.
  D-2




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Exhibit E
  Re:
    
    Grupo Televisa, S.A.B.U.S.$500,000,000 6.0% Senior Notes due 2018 (the Notes)
 Trustee Company Indenture
 Act
   
  Date:
    
    
    1
 By:  
 1
    
    Not earlier than 15 days prior to the certification
event to which the certification relates.




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Exhibit F