=============================================================================


              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 20-F/A

                             (AMENDMENT NO. 1)

     |_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 OR

          |X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
                            DECEMBER 31, 2002

                                    OR

        |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
                  FROM _______________ TO _______________

                       COMMISSION FILE NUMBER 1-12610

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

                            GRUPO TELEVISA, S.A.
           (Exact name of Registrant as specified in its charter)

                                    N/A
              (Translation of Registrant's name into English)

                           UNITED MEXICAN STATES
              (Jurisdiction of incorporation or organization)

                       AV. VASCO DE QUIROGA NO. 2000
                              COLONIA SANTA FE
                             01210 MEXICO, D.F.
                                   MEXICO
                  (Address of principal executive offices)

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

           Securities registered or to be registered pursuant to
                         Section 12(b) of the Act:

<TABLE>
<CAPTION>

           TITLE OF EACH CLASS                                                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
           -------------------                                                 -----------------------------------------

<S>                                                                        <C>
A Shares, without par value ("A  Shares")                                  New York Stock Exchange (for listing purposes only)
L Shares, without par value ("L Shares")                                   New York Stock Exchange (for listing purposes only)
Dividend Premium Shares, without par value ("D Shares")                    New York Stock Exchange (for listing purposes only)
Global Depositary Shares ("GDSs"), each representing twenty Ordinary                     New York Stock Exchange
Participation Certificates (Certificados de Participacion Ordinarios)
                        ("CPOs")
CPOs, each representing one A Share, one L Share and one D Share           New York Stock Exchange (for listing purposes only)

</TABLE>

           Securities registered or to be registered pursuant to
                         Section 12(g) of the Act:

                                   None.

      Securities for which there is a reporting obligation pursuant to
                         Section 15(d) of the Act:

                                   None.

    The number of outstanding shares of each of the issuer's classes of
           capital or common stock as of December 31, 2002 was:

                           4,479,799,524 A Shares
                           2,184,297,425 L Shares
                           2,184,297,425 D Shares

     Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has
been subject to such filing  requirements  for the past 90 days. Yes |X| No
|_|

     Indicate by check which  financial  statement  item the registrant has
elected to follow. Item 17 |_| Item 18 |X|

==============================================================================

<PAGE>

                             TABLE OF CONTENTS

                                                                       PAGE

Explanatory Note.......................................................... 1

                                  PART IV

Item 18.     Financial Statements..........................................1
Item 19.     Exhibits......................................................1

<PAGE>

EXPLANATORY NOTE

     This Amendment No. 1 to our Annual Report on Form 20-F filed with the
Securities and Exchange Commission, or the SEC, on June 30, 2003 is being
filed to provide separate audited consolidated financial statements of Sky
Multi-Country Partners, or MCOP, a U.S. partnership in which we indirectly
hold a 30% interest, for the years ended December 31, 2002 and 2001 as
required by Rule 3-09 of Regulation S-X. As described in our Annual Report
on Form 20-F filed with the SEC on June 30, 2003, one of our venture
partners in MCOP had informed us that it did not agree with certain
accounting estimates required by the auditors for the preparation of
stand-alone financial statements for MCOP under U.S. GAAP. These audited
consolidated financial statements are now available and, accordingly, are
being filed as part of this amendment.

     This amendment consists solely of a cover page, this explanatory note,
the information required by "Item 18 -- Financial Statements" and "Item 19
-- Exhibits", a signature page and the prinicipal executive officer and
principal financial officer certifications required to be included in this
amendment. In accordance with Rule 12b-15 promulgated pursuant to
Securities Exchange Act of 1934, the complete text of "Item 18 -- Financial
Statements" and "Item 19 -- Exhibits", each as amended, are included in
this amendment. However, with respect to the financial statements and
financial schedules included in "Item 18 -- Financial Statements", other
than the inclusion of the audited consolidated financial statements of MCOP
and the Report of Independent Certified Public Accountants of MCOP and the
Independent Auditors' Report of Sky Colombia S.A. relating to the audited
consolidated financial statements, no changes have been made.

                                  PART IV

ITEM 18.  FINANCIAL STATEMENTS

     Reference is made to pages F-1 through F-99 to our Annual Report on
Form 20-F filed with the SEC on June 30, 2003, which are incorporated
herein by reference.

     The following audited consolidated financial statements of MCOP and
the Report of Independent Certified Public Accountants of MCOP and the
Independent Auditors' Report of Sky Colombia S.A. relating to the audited
consolidated financial statements are being filed pursuant to Rule 3-09 of
Regulation S-X as part of this amendment:

               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
                         SKY MULTI-COUNTRY PARTNERS

                                                                       PAGE
                                                                       ----

Report of Independent Certified Public Accountants of
     Sky Multi-Country Partners.......................................F-100

Independent Auditors' Report of Sky Colombia S.A......................F-101

Consolidated Balance Sheets as of December 31, 2002 and 2001..........F-102

Consolidated Statements of Operations and Comprehensive Loss
     for the Years Ended December 31, 2002, 2001 and 2000.............F-103

Consolidated Statements of Partners' Deficit for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-104

Consolidated Statements of Cash Flows for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-105

Notes to Consolidated Financial Statements for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-107


ITEM 19.  EXHIBITS

     Documents filed as exhibits to this amendment appear on the following
page.

<PAGE>

     (a) Exhibits.


                               EXHIBIT INDEX

    EXHIBIT
    -------
    NUMBER                        DESCRIPTION OF EXHIBITS
    ------                        -----------------------

       1.1--   English   translation   of  Amended  and   Restated   Bylaws
               (Estatutos  Sociales) of the  Registrant,  dated as of April
               30, 2003 (previously  filed with the Securities and Exchange
               Commission as Exhibit 1.1 to the Registrant's  Annual Report
               on Form 20-F for the year ended December 31, 2002 (the "2002
               Form 20-F") and incorporated herein by reference).

       2.1--   Indenture  relating  to the 11 3/8%  Series A Senior  Notes,
               dated as of May 13, 1996, between the Registrant, as Issuer,
               and Fleet National Bank, as Trustee  (previously  filed with
               the Securities and Exchange Commission as Exhibit 4.6 to the
               Registrant's Registration Statement on Form F-3 (File number
               333-11310),  as amended (the "Form F-3"),  and  incorporated
               herein by reference).

       2.2--   Indenture  relating  to the 11 7/8%  Series B Senior  Notes,
               dated as of May 13, 1996, between the Registrant, as Issuer,
               and Fleet National Bank, as Trustee  (previously  filed with
               the Securities and Exchange Commission as Exhibit 4.7 to the
               Form F-3 and incorporated herein by reference).

       2.3--   Supplemental  Indenture  relating  to the 11 3/8%  Series  A
               Senior  Notes,  dated  as of April  11,  2000,  between  the
               Registrant,  as Issuer,  and State Street Bank and Trust (as
               successor in interest to Fleet  National  Bank),  as Trustee
               (previously   filed  with  the   Securities   and   Exchange
               Commission as Exhibit 2.4 to the Registrant's  Annual Report
               on Form 20-F for the year ended December 31, 1999 (the "1999
               Form 20-F") and incorporated herein by reference).

       2.4--   Supplemental  Indenture  relating  to the 11 7/8%  Series  B
               Senior  Notes,  dated  as of April  11,  2000,  between  the
               Registrant,  as Issuer,  and State Street Bank and Trust (as
               successor in interest to Fleet  National  Bank),  as Trustee
               (previously   filed  with  the   Securities   and   Exchange
               Commission  as  Exhibit  2.5  to  the  1999  Form  20-F  and
               incorporated herein by reference).

       2.5--   Indenture  relating to Senior Debt  Securities,  dated as of
               August 8, 2000,  between the Registrant,  as Issuer, and The
               Bank of New York,  as  Trustee  (previously  filed  with the
               Securities  and  Exchange  Commission  as Exhibit 4.1 to the
               Registrant's Registration Statement on Form F-4 (File number
               333-12738),   as  amended   (the  "2000  Form   F-4"),   and
               incorporated herein by reference).

       2.6--   First  Supplemental  Indenture relating to the 8 5/8% Senior
               Notes due 2005,  dated as of August  8,  2000,  between  the
               Registrant,  as Issuer,  and The Bank of New York and Banque
               Internationale a Luxembourg, S.A. (previously filed with the
               Securities  and  Exchange  Commission  as Exhibit 4.2 to the
               2000 Form F-4 and incorporated herein by reference).

       2.7--   Second Supplemental  Indenture relating to the 8 5/8% Senior
               Exchange  Notes  due 2005,  dated as of  January  19,  2001,
               between the Registrant,  as Issuer, and the Bank of New York
               and Banque  Internationale  a Luxembourg,  S.A.  (previously
               filed with the Securities and Exchange Commission as Exhibit
               4.3  to  the  2000  Form  F-4  and  incorporated  herein  by
               reference).

       2.8--   Third Supplemental Indenture relating to the 8% Senior Notes
               due  2011,  dated as of  September  13,  2001,  between  the
               Registrant,  as Issuer,  and The Bank of New York and Banque
               Internationale a Luxembourg, S.A. (previously filed with the
               Securities  and  Exchange  Commission  as Exhibit 4.4 to the
               Registrant's Registration Statement on Form F-4 (File number
               333-14200) (the "2001 Form F-4") and incorporated  herein by
               reference).

       2.9--   Fourth  Supplemental  Indenture  relating to the 8.5% Senior
               Exchange Notes due 2032 between the  Registrant,  as Issuer,
               and The Bank of New York and Dexia Banque  Internationale  a
               Luxembourg  (previously  filed with the Securities  Exchange
               Commission as Exhibit 4.5 to the  Registrant's  Registration
               Statement on Form F-4 (the "2002 Form F-4") and incorporated
               herein by reference).

       2.10--  Fifth Supplemental Indenture relating to the 8% Senior Notes
               due 2011 between Registrant,  as Issuer, and The Bank of New
               York  and   Dexia   Banque   Internationale   a   Luxembourg
               (previously   filed  with  the   Securities   and   Exchange
               Commission   as  Exhibit  4.5  to  the  2001  Form  F-4  and
               incorporated herein by reference).

       2.11--  Form of Deposit Agreement  between the Registrant,  JPMorgan
               Chase Bank, as  depositary,  and all holders and  beneficial
               owners of the Global Depositary Shares,  evidenced by Global
               Depositary  Receipts  (previously  filed with the Securities
               and Exchange  Commission  as an Exhibit to the  Registrant's
               Registration  Statement on Form F-6 (File number  333-99195)
               (the "Form F-6") and incorporated herein by reference).

       4.1--   Form of Indemnity  Agreement  between the Registrant and its
               directors and executive officers  (previously filed with the
               Securities  and Exchange  Commission  as Exhibit 10.1 to the
               Registrant's Registration Statement on Form F-4 (File number
               33-69636),   as   amended,   (the   "1993   Form  F-4")  and
               incorporated herein by reference).

       4.2--   Agreement  of  General   Partnership  of  Sky  Multi-Country
               Partners, dated as of October 24, 1997, among DTH USA, Inc.,
               SESLA,   Inc.,   Televisa  MCOP   Holdings,   Inc.  and  TCI
               Multicountry  DTH, Inc (previously filed with the Securities
               and Exchange  Commission as Exhibit 10.3 to the Form F-3 and
               incorporated herein by reference).

       4.3--   Amended and Restated Collateral Trust Agreement, dated as of
               June 13,  1997,  as  amended,  among  PanAmSat  Corporation,
               Hughes  Communications,  Inc.,  Satellite Company,  LLC, the
               Registrant   and  IBJ  Schroder   Bank  and  Trust   Company
               (previously   filed  with  the   Securities   and   Exchange
               Commission as an Exhibit to the  Registrant's  Annual Report
               on Form 20-F for the year ended December 31, 2001 (the "2001
               Form 20-F") and incorporated herein by reference).

       4.4--   Amended and Restated Program License Agreement,  dated as of
               December   19,   2001,   by  and   between   Productora   de
               Teleprogramas,  S.A. de C.V.  and  Univision  Communications
               Inc. ("Univision") (previously filed with the Securities and
               Exchange Commission as Exhibit 10.7 to the 2001 Form F-4 and
               incorporated herein by reference).

       4.5--   Participation Agreement, dated as of October 2, 1996, by and
               among Univision,  Perenchio, the Registrant,  Venevision and
               certain of their  respective  affiliates  (previously  filed
               with the Securities and Exchange  Commission as Exhibit 10.8
               to  Univision's  Registration  Statement  on Form S-1  (File
               number 333-6309) (the "Univision Form S-1") and incorporated
               herein by reference).

       4.6--   Amended and Restated International Program Rights Agreement,
               dated as of  December  19,  2001,  by and  among  Univision,
               Venevision  and the  Registrant  (previously  filed with the
               Securities  and Exchange  Commission  as Exhibit 10.9 to the
               2001 Form F-4 and incorporated herein by reference).

       4.7--   Co-Production Agreement, dated as of March 27, 1998, between
               the Registrant  and Univision  Network  Limited  Partnership
               (previously   filed  with  the   Securities   and   Exchange
               Commission  as an Exhibit to  Univision's  Annual  Report on
               Form  10-K  for  the  year  ended   December  31,  1997  and
               incorporated herein by reference).

       4.8--   Summary of  Termination of Joint Venture  Agreement  between
               the Registrant and America Movil, S.A. de C.V. (successor in
               interest to Telefonos de Mexico,  S.A. de C.V.), dated as of
               April 7, 2002  (previously  filed  with the  Securities  and
               Exchange Commission as Exhibit 4.8 to the 2001 Form 20-F and
               incorporated herein by reference).

       4.9--   Amended and Restated Bylaws (Estatutos  Sociales) of Innova,
               S.  de  R.L.  de  C.V.,   dated  as  of  December  22,  1998
               (previously   filed  with  the   Securities   and   Exchange
               Commission   as  an  Exhibit  to  the  1998  Form  20-F  and
               incorporated herein by reference).

       4.10--  English translation of a summary of the provisions of Letter
               Agreement  between the  Registrant  and Grupo  Televicentro,
               S.A.  de C.V.,  dated as of December  10,  1993  (previously
               filed with the  Securities  and  Exchange  Commission  as an
               Exhibit  to  the  Form  F-3  and   incorporated   herein  by
               reference).

       4.11--  U.S.$100,000,000 Credit Agreement,  dated as of December 21,
               2001, among the Registrant, JPMorgan Chase Bank, J.P. Morgan
               Securities  Inc. and Salomon  Smith Barney Inc.  (previously
               filed with the Securities and Exchange Commission as Exhibit
               10.4  to the  2001  Form  F-4  and  incorporated  herein  by
               reference).

       4.12--  Summary of Joint Venture  Agreement  between the  Registrant
               and Promotora de  Informaciones,  S.A.,  dated as of October
               14, 2001 (previously  filed with the Securities and Exchange
               Commission  as  Exhibit  4.13  to the  2001  Form  20-F  and
               incorporated herein by reference).

       8.1--   List of  Subsidiaries of Registrant  (previously  filed with
               the Securities and Exchange Commission as Exhibit 8.1 to the
               2002 Form 20-F and incorporated herein by reference).

       12.1--  Certification  pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002.

       12.2--  Certification  pursuant to Section 302 of the Sarbanes-Oxley
               Act of 2002.

       13.1--  Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       13.2--  Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Financial Statement Schedules

     All  financial  statement  schedules  relating to the  Registrant  are
omitted because they are not required or because the required  information,
if material,  is contained in the audited year-end financial  statements or
notes thereto.

<PAGE>

                                 SIGNATURE

     The Registrant  hereby certifies that it meets all of the requirements
for filing on Form  20-F/A and that it has duly caused and  authorized  the
undersigned to sign this amendment to the annual report on its behalf.

Date:  March 3, 2004                  GRUPO TELEVISA, S.A.


                                      By:  /s/ RAFAEL CARABIAS PRINCIPE
                                         -------------------------------
                                      Name:   Rafael Carabias Principe
                                      Title:  Vice President of Administration

                                      By:  /s/ JORGE LUTTEROTH ECHEGOYEN
                                         -------------------------------
                                      Name:   Jorge Lutteroth Echegoyen
                                      Title:  Controller and Vice President

<PAGE>

               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF

                         SKY MULTI-COUNTRY PARTNERS

                                                                       PAGE
                                                                       ----

Report of Independent Certified Public Accountants of
     Sky Multi-Country Partners.......................................F-100

Independent Auditors' Report of Sky Colombia S.A......................F-101

Consolidated Balance Sheets as of December 31, 2002 and 2001..........F-102

Consolidated Statements of Operations and Comprehensive Loss
     for the Years Ended December 31, 2002, 2001 and 2000.............F-103

Consolidated Statements of Partners' Deficit for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-104

Consolidated Statements of Cash Flows for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-105

Notes to Consolidated Financial Statements for the Years Ended
     December 31, 2002, 2001 and 2000.................................F-107

<PAGE>

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Sky Multi-Country Partners

In our opinion,  based on our audits and the report of other auditors,  the
accompanying  consolidated  balance  sheets  and the  related  consolidated
statements of operations and  comprehensive  loss, of partners' deficit and
of cash flows  present  fairly,  in all material  respects,  the  financial
position of Sky Multi-Country Partners and its subsidiaries at December 31,
2002 and 2001, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2002 in conformity
with  accounting  principles  generally  accepted  in the United  States of
America.   These  financial   statements  are  the  responsibility  of  the
Partnership's  management;  our  responsibility is to express an opinion on
these  financial  statements  based on our  audits.  We did not  audit  the
financial  statements of Sky Colombia  S.A., a majority  owned  subsidiary,
which  statements  reflect  total  assets  of 24%  and  21% of the  related
consolidated totals as of December 31, 2002 and 2001, and total revenues of
15%, 11%, and 30% of the related  consolidated totals for each of the three
years in the period ended December 31, 2002.  Those statements were audited
by other  auditors  whose report  thereon has been furnished to us, and our
opinion expressed herein, insofar as it relates to the amounts included for
Sky Colombia S.A., is based solely on the report of the other auditors.  We
conducted  our  audits of these  statements  in  accordance  with  auditing
standards generally accepted in the United States of America, which require
that we plan and perform  the audit to obtain  reasonable  assurance  about
whether the  financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis, evidence supporting the amounts
and  disclosures  in the financial  statements,  assessing  the  accounting
principles  used  and  significant   estimates  made  by  management,   and
evaluating the overall financial  statement  presentation.  We believe that
our audits and the report of other auditors  provide a reasonable basis for
our opinion.

The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that  the  Partnership  will  continue  as a  going  concern.  As
discussed  in  Note  2 to  the  consolidated  financial  statements,  since
inception,  the Partnership has incurred  significant  operating losses and
generated  negative cash flows from operating  activities,  and at December
31,  2002  has  negative  working  capital  and  a  partners'   deficit  of
approximately $317.0 million and $299.0 million, respectively. Further, the
partners have not renewed their written  commitment to the  Partnership  to
provide the necessary  financial support to fund future operations and meet
the  Partnership's  liquidity needs.  These matters raise substantial doubt
about  the   Partnership's   ability  to  continue  as  a  going   concern.
Management's  plans in regards to these matters are also  described in Note
2. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

Sky Multi-Country  Partners is a member of a group of affiliated  companies
and, as disclosed in Note 4 to the consolidated  financial statements,  has
extensive transactions and relationships with members of the group. Because
of these relationships, it is possible that the terms of these transactions
are not the  same as  those  that  would  result  from  transactions  among
unrelated parties.

PRICEWATERHOUSECOOPERS LLP



December 26, 2003

<PAGE>

                        INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Sky Colombia S.A.

We have audited the accompanying  balance sheets of Sky Colombia S.A. as of
December  31, 2002 and 2001,  and the  related  statements  of  operations,
shareholders'  deficit  and cash  flows for the  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.
Our  responsibility is to express an opinion on these financial  statements
based on our audits.

We conducted our audits in accordance  with  auditing  standards  generally
accepted in United States of America.  These standards require that we plan
and  perform the audit to obtain  reasonable  assurance  about  whether the
financial statements are free of material  misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  such financial  statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2002 and
2001,  and the results of its  operations  and its cash flows for the years
then ended in conformity with accounting  principles  generally accepted in
the United States of America.

The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  As discussed in Note 1 to the
financial  statements,  the Company's  recurring losses from operations and
shareholders' deficit raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

DELOITTE & TOUCHE

December 26, 2003

<PAGE>

<TABLE>

                                           SKY MULTI-COUNTRY PARTNERS

                                           CONSOLIDATED BALANCE SHEETS
                                        AS OF DECEMBER 31, 2002 AND 2001
                                        (IN THOUSANDS OF U.S. DOLLARS)

<CAPTION>

                                                                                          2002             2001
                                                                                    ---------------- ---------------
<S>                                                                                     <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents...................................................        $      358        $   2,173
    Trade accounts receivable, net of allowance for doubtful accounts of
        $2,981 and $3,597.......................................................
                                                                                             3,807            7,577
    Value added tax credits.....................................................               599            3,416
    Deferred marketing and installation costs, current portion..................             1,478            5,403
    Prepaid expenses and other current assets...................................             1,870            4,651
                                                                                    ---------------- ---------------
         Total current assets...................................................             8,112           23,220
Property and equipment, net.....................................................            20,965           42,847
Deferred marketing and installation costs, net of current portion...............               216            2,948
Other assets....................................................................               217              314
                                                                                    ---------------- ---------------
                                                                                         $  29,510        $  69,329
                                                                                    ================ ===============
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
    Current portion of long term debt and capital lease obligations.............          $257,124       $    8,593
    Accounts payable and accrued liabilities....................................            26,381           30,761
    Deferred revenue, current portion...........................................             4,191            8,599
    Due to related parties......................................................            37,366           21,566
                                                                                    ---------------- ---------------
         Total current liabilities..............................................           325,062           69,519
Long term debt and capital lease obligations....................................               813          261,278
Deferred revenue, net of current portion........................................               285            3,327
Other liabilities...............................................................             1,909            2,131
                                                                                    ---------------- ---------------
         Total liabilities......................................................           328,069          336,255
                                                                                    ---------------- ---------------
Commitments and contingencies (Note 8)
Partners' deficit...............................................................          (298,559)        (266,926)
                                                                                    ---------------- ---------------
                                                                                         $  29,510        $  69,329
                                                                                    ================ ===============





                 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
                                             SKY MULTI-COUNTRY PARTNERS

                            CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                           (IN THOUSANDS OF U.S. DOLLARS)

<CAPTION>
                                                                         2002            2001             2000
                                                                    --------------- ---------------- ---------------
<S>                                                                  <C>              <C>            <C>
Revenue..........................................................    $    55,784      $    80,022    $     43,134
                                                                    --------------- ---------------- ---------------
Direct costs:
  Programming, including $5,820, $5,955 and $5,848 of
    charges from affiliates in 2002, 2001 and 2000...............         31,061           49,619          32,285
  Transmission and satellite, including $23,116, $24,501
    and $26,174 of charges from affiliates in 2002, 2001
    and 2000.....................................................         26,465           32,490          33,545
  Depreciation and amortization..................................         12,995           32,516          27,045
  Other..........................................................         13,449           27,238           5,723
                                                                    --------------- ---------------- ---------------
                                                                          83,970          141,863          98,598
Selling, general and administrative expenses, including
  $4,646, $3,909, and $4,158 of charges from affiliate in
  2002, 2001 and 2000............................................         23,371           70,941          38,161
Impairment charge and write down of assets to estimated net
  realizable value...............................................              -          237,838               -
                                                                    --------------- ---------------- ---------------
         Total costs and expenses................................        107,341          450,642         136,759
                                                                    --------------- ---------------- ---------------
         Operating loss..........................................        (51,557)        (370,620)        (93,625)
Other income (expense):
   Interest income...............................................             75              234             603
   Interest expense..............................................        (25,056)         (26,684)        (28,468)
   Other, net....................................................        (23,660)          (3,094)         (4,262)
                                                                    --------------- ---------------- ---------------
         Loss before income taxes and minority interest..........       (100,198)        (400,164)       (125,752)
Income tax provision.............................................           (430)            (516)           (396)
                                                                    --------------- ---------------- ---------------
         Loss before minority interest...........................       (100,628)        (400,680)       (126,148)
Minority interest in losses of consolidated subsidiaries.........              -                -           3,401
                                                                    --------------- ---------------- ---------------
         Net loss................................................       (100,628)        (400,680)       (122,747)
Other comprehensive income (loss)................................         19,645          (23,265)         (2,711)
                                                                    --------------- ---------------- ---------------
Total comprehensive loss.........................................      $ (80,983)       $(423,945)   $   (125,458)
                                                                    =============== ================ ===============






                 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>

                                                     SKY MULTI-COUNTRY PARTNERS

                                            CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
                                        FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                                   (IN THOUSANDS OF U.S. DOLLARS)

<CAPTION>
                                                                                                 LIBERTY
                                                                                TELEVISA          MULTI-
                                                                                  MCOP           COUNTRY
                                                                                HOLDINGS,          DTH,
                                        SESLA, INC.        DTH USA, INC.          INC.             INC.            TOTAL
                                     ------------------- ------------------- ---------------- --------------- ----------------
<S>                                  <C>                 <C>                 <C>              <C>             <C>
Balance, December 31, 1999.......... $         (1,732)   $         (1,732)   $      (1,732)   $       (579)   $     (5,775)
Capital contributions...............           35,237              35,237           35,237          11,744         117,455
Net loss............................          (36,824)            (36,824)         (36,824)        (12,275)       (122,747)
Other comprehensive loss............             (813)               (813)            (813)           (272)         (2,711)
                                     ------------------- ------------------- ---------------- --------------- ----------------
Balance, December 31, 2000..........           (4,132)             (4,132)          (4,132)         (1,382)        (13,778)
Capital contributions...............           51,239              51,239           51,239          17,080         170,797
Net loss............................         (120,204)           (120,204)        (120,204)        (40,068)       (400,680)
Other comprehensive loss............           (6,980)             (6,980)          (6,980)         (2,325)        (23,265)
                                     ------------------- ------------------- ---------------- --------------- ----------------
Balance, December 31, 2001..........          (80,077)            (80,077)         (80,077)        (26,695)       (266,926)
Capital contributions...............           14,805              14,805           14,805           4,935          49,350
Net loss............................          (30,188)            (30,188)         (30,188)        (10,064)       (100,628)
Other comprehensive income..........            5,893               5,893            5,893           1,966          19,645
                                     ------------------- ------------------- ---------------- --------------- ----------------
Balance, December 31, 2002.......... $        (89,567)   $        (89,567)   $     (89,567)   $    (29,858)   $   (298,559)
                                     =================== =================== ================ =============== ================







                 The accompanying notes are an integral part of these consolidated financial statements.


</TABLE>

<PAGE>

<TABLE>

                                                     SKY MULTI-COUNTRY PARTNERS

                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                                   (IN THOUSANDS OF U.S. DOLLARS)

<CAPTION>

                                                                    2002               2001              2000
                                                              -----------------  -----------------  ----------------
<S>                                                             <C>                <C>               <C>
Cash flows from operating activities:
Net loss.....................................................   $    (100,628)     $    (400,680)    $    (122,747)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Depreciation and amortization.............................          12,995             32,516            27,045
   Bad debt expense..........................................           3,419              7,003                 -
   Impairment charges........................................               -            237,838                 -
   Other asset write-downs...................................           3,723              2,880                 -
   Minority interest in losses of consolidated subsidiaries..               -                  -            (3,401)
   Other.....................................................             854                  -               972
   (Increase) decrease in:
     Restricted cash.........................................               -                  -             3,199
     Trade accounts receivable...............................             709             (3,422)           (7,159)
     Value added tax credits.................................           6,165             (1,588)           (4,247)
     Prepaid expenses and other assets.......................           2,738               (797)           (1,040)
     Deferred marketing and installation costs...............              40              3,112            (4,469)
   Increase (decrease) in:
     Accounts payable and accrued liabilities................          (1,938)            11,142            14,648
     Deferred revenue........................................          (5,442)            (2,389)            5,940
     Due to related parties..................................          17,740                400            10,429
     Other liabilities.......................................            (213)             2,344                 -
                                                              -----------------  -----------------  ----------------
         Net cash used in operating activities...............         (59,838)          (111,641)          (80,830)
                                                              -----------------  -----------------  ----------------
Cash flows from investing activities:
Maturities (purchases) of short term investments.............               -              4,176            (1,922)
Proceeds from sale of assets.................................             631                  -                 -
Purchases of property and equipment..........................            (622)           (26,299)          (27,136)
                                                              -----------------  -----------------  ----------------
         Net cash provided by (used in) investing activities.               9            (22,123)          (29,058)
                                                              -----------------  -----------------  ----------------
Cash flows from financing activities:
Partners' contributions......................................          49,350            170,797           117,455
Capital contributions from minority interests................               -                  -               726
Proceeds from issuance of long term debt.....................               -                  -               700
Payments of long term debt and capital lease obligations.....         (11,825)           (14,745)           (7,442)
                                                              -----------------  -----------------  ----------------
         Net cash provided by financing activities...........          37,525            156,052           111,439
                                                              -----------------  -----------------  ----------------
Effect of exchange rate changes on cash and cash equivalents.          20,489            (21,255)           (1,227)
                                                              -----------------  -----------------  ----------------
Net (decrease) increase in cash and cash equivalents.........          (1,815)             1,033               324
Cash and cash equivalents, beginning of period...............           2,173              1,140               816
                                                              -----------------  -----------------  ----------------
Cash and cash equivalents, end of period.....................  $          358     $        2,173     $       1,140
                                                              =================  =================  ================


</TABLE>

<PAGE>

<TABLE>

                                                     SKY MULTI-COUNTRY PARTNERS

                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                                                   (IN THOUSANDS OF U.S. DOLLARS)

<CAPTION>

                                                                             2002            2001           2000
                                                                         -------------- -------------- ---------------
<S>                                                                       <C>            <C>            <C>
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
    Interest..........................................................    $   20,076      $   26,095    $   25,917
                                                                         -------------- -------------- ---------------
    Taxes.............................................................    $      149      $      190    $      114
                                                                         -------------- -------------- ---------------
Supplemental Disclosure of Noncash Investing and
    Financing Activities:
    Capital lease obligations incurred for other property
      and equipment...................................................    $       16      $       19    $    1,990
                                                                         -------------- -------------- ---------------







                 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

<PAGE>



                         SKY MULTI-COUNTRY PARTNERS

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000



1.   BUSINESS AND BASIS OF PRESENTATION

     Sky Multi-Country  Partners (the  "Partnership") is a Delaware general
     partnership  formed  on  October  24,  1997  between  SESLA,  Inc.,  a
     subsidiary of The News Corporation Limited ("News"),  DTH USA, Inc., a
     subsidiary of Globo  Comunicacoes e  Participacoes,  Ltda.  ("Globo"),
     Televisa MCOP  Holdings,  Inc., a subsidiary of Grupo  Televisa,  S.A.
     ("Televisa"),  and Liberty  Multi-Country  DTH,  Inc., a subsidiary of
     Liberty Media, Inc. ("Liberty  Media").  News, Globo and Televisa each
     own a 30% interest in the Partnership and Liberty owns a 10% interest.
     All capital  contributions  are made in  proportion  to the  Partners'
     ownership interest, except for Liberty, which is only required to make
     capital contributions in the aggregate of $27 million, plus 10% of the
     amount the Partnership is obligated to pay third parties for satellite
     capacity.  The Partnership  agreement provides that profits and losses
     are  shared  in  proportion  to  the  partners'  respective  ownership
     percentages  and  that  the  termination  date of the  Partnership  is
     December 31, 2047.

     The  Partnership was  established to invest,  develop,  distribute and
     manage direct-to-home  satellite transmission platforms through wholly
     owned  subsidiaries in Chile and Argentina and its  approximately  85%
     owned subsidiary in Colombia.  The subsidiaries provide  satellite-fed
     television, audio and related entertainment programming services.

     In September 2003, the Partnership increased its ownership interest in
     the Colombian  subsidiary  from 85% to 89%, by converting a portion of
     its outstanding debt to capital. During 2001 and 2002, the Partnership
     increased its ownership interest in the Colombian  subsidiary from 75%
     to  84%  and  from   84%  to  85%,   respectively,   through   capital
     contributions  in  excess  of  its  proportionate  ownership  interest
     immediately prior to the capital contribution. The Partnership has not
     recorded  goodwill  from  these  transactions  as the  Partnership  is
     funding  substantially all the losses and capital  requirements of its
     Colombian subsidiary.

     In March 2001, the  Partnership  purchased the remaining 49% ownership
     interest in Sky Argentina for a nominal amount in accordance  with the
     terms of its agreement with the former minority shareholder.

     During  2002,  the  Partnership   ceased  its  Argentine   programming
     operations  and  is  currently  in the  process  of  liquidating  this
     subsidiary.  The Partnership currently expects to continue programming
     operations solely in Colombia and Chile.

2.   LIQUIDITY

     Since inception,  the Partnership has incurred  significant  operating
     losses and  generated  negative cash flows from  operating  activities
     and,  at  December  31,  2002,  has  a  working   capital  deficit  of
     approximately  $317.0 million and a partners' deficit of approximately
     $299.0 million.  Going forward,  the Partnership  requires significant
     amounts of additional  funds to support its future  operations.  Since
     September 2002,  Globo has ceased providing  financial  support to the
     Partnership.  Further,  News,  Televisa,  and  Liberty  Media have not
     renewed their written  commitment to continue to provide the necessary
     financial support to fund future operations and meet the Partnership's
     liquidity needs.

     As of  December  31,  2002,  as a  result  of  continued  losses,  the
     Partnership's  Colombian  subsidiary was under  technical  dissolution
     under Colombian law because its net stockholder's equity was less than
     50% of its  paid  in  capital.  In  September  2003,  the  Partnership
     increased the capital of its Colombian  subsidiary by converting $14.2
     million  of its  outstanding  debt  into  capital.  Through  this debt
     conversion,  the  stockholders  of the  Colombian  subsidiary  avoided
     technical dissolution and any action that could have been taken by the
     Colombian regulatory agencies.

     As  described   in  Note  4,  the   Partnership   receives   satellite
     uplink/downlink  and other related  services from DTH TechCo  Partners
     ("TechCo"), an affiliate of the Partnership,  that is indirectly owned
     by News,  Globo,  Televisa,  and  Liberty  Media.  TechCo  depends  on
     payments from affiliates of Globo and Televisa, and the Partnership to
     fund its operations.  Because of the Partnership's  lack of liquidity,
     amounts due to TechCo have become delinquent and at December 31, 2002,
     the  Partnership had recorded  amounts due to TechCo of  approximately
     $31.0  million.  Should  TechCo be unable to provide  services  to the
     Partnership,  the Partnership  would be unable to provide  programming
     services to its customers.

     The above  matters  raise  substantial  doubt about the  Partnership's
     ability to continue as a going concern.  News,  Televisa,  and Liberty
     Media to date have  continued  to  provide  the  necessary  funding to
     maintain the Partnership's operations in Colombia and Chile as well as
     maintain  the  related  uplink/downlink   operations  of  TechCo.  The
     Partnership  continues in its efforts to expand its subscriber base in
     Colombia  and Chile and the  partners  continue  to explore  strategic
     alternatives for the Partnership's  operations in Latin America. There
     can be no  assurance  that the  Partnership  will  continue to receive
     funding  from any or all of its  partners  nor can there be  assurance
     that TechCo will continue to provide  uplink/downlink  services to the
     Partnership.  The accompanying financial statements do not reflect any
     adjustments that might result from the outcome of these uncertainties.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CONSOLIDATION
     The  accompanying   consolidated   financial  statements  include  the
     accounts of the Partnership and its subsidiaries, after elimination of
     all significant  intercompany accounts and transactions.  The interest
     of the  majority  owned  subsidiaries'  shareholders,  other  than the
     Partnership's, in the net losses of the majority owned subsidiaries is
     set forth as  minority  interest  in the  consolidated  statements  of
     operations.

     In certain circumstances, losses allocated to minority interest are in
     excess of the applicable minority interest balance. Such excess losses
     are absorbed by the Partnership.

     As a result of liquidation of the Partnership's programming operations
     in  Argentina  (see  Note  6),  in 2002  the  Partnership's  Argentine
     operations are reflected on a liquidation basis of accounting.

     REVENUE RECOGNITION
     Revenues  are  generated  from  sales  of   direct-to-home   broadcast
     subscriptions, from equipment rentals, and from installation services.
     Installation revenue represents up front fees paid by the customer for
     equipment installation,  certain promotional programming packages and,
     in certain instances,  the sale of antennas.  Installation  revenue is
     deferred  and  recognized  as revenue over the  estimated  life of the
     customer.  As of  December  31, 2002 and 2001,  deferred  installation
     revenue amounted to $1.9 million and $8.8 million, respectively.

     Subscription revenues and rental revenues are recognized in the period
     that  services  are  delivered.  As of  December  31,  2002 and  2001,
     deferred  subscription and rental revenue amounted to $2.6 million and
     $3.1 million, respectively,  related to the payment for these services
     prior to their delivery date.

     Marketing and  installation  costs  directly  related to  installation
     revenue,  which include sales commissions,  the cost of installing the
     equipment  and in certain  instances,  the cost of the  antennas,  are
     deferred  to the extent of  installation  revenue  and  recognized  as
     expense over the estimated  life of the  customer.  As of December 31,
     2002 and 2001,  deferred  marketing and installation costs amounted to
     $1.3 million and $7.9 million, respectively.

     The Partnership  classifies as current  deferred revenue and marketing
     and installation costs expected to be recognized as revenue and direct
     costs, respectively, within one year.

     FOREIGN CURRENCY
     All of the  Partnership's  foreign  operations except for Sky Sistemas
     Argentina  S.R.L.,  have  determined  the local  currency  to be their
     functional currency.  Accordingly, these subsidiaries translate assets
     and  liabilities  from their local  currencies  to U.S.  dollars using
     year-end   exchange  rates  while  income  and  expense  accounts  are
     translated  at the  average  rates in  effect  during  the  year.  The
     resulting  translation   adjustment  is  recorded  as  part  of  other
     comprehensive  loss, a component of  partners'  deficit.  Sky Sistemas
     Argentina S.R.L. has determined that the U.S. dollar is its functional
     currency.

     All of  the  amounts  recorded  as  other  comprehensive  loss  in the
     statement of partners' deficit represent cumulative translation losses
     as follows:

<TABLE>
<CAPTION>

        <S>                                                                        <C>
        Balance at December 31, 1999.............................................. $     (1,776)
        Loss on cumulative translation............................................       (2,711)
                                                                                   ----------------
        Balance at December 31, 2000..............................................       (4,487)
        Recognition of Argentinean cumulative translation losses..................      (20,817)
        Recognition of Chilean cumulative translation losses......................       (2,884)
        Recognition of Colombian cumulative translation gains.....................          436
                                                                                   ----------------
        Balance at December 31, 2001..............................................      (27,752)
        Effect of changes to the Argentinean cumulative translation losses (in
           liquidation)...........................................................       20,817
        Recognition of Chilean cumulative translation losses......................         (804)
        Recognition of Colombian cumulative translation losses....................         (368)
                                                                                   ----------------
        Balance at December 31, 2002.............................................. $     (8,107)
                                                                                   ================

</TABLE>


     Gains and losses  resulting  from  remeasurement  into the  functional
     currency of transactions denominated in non-functional  currencies are
     recognized in earnings.  Net foreign  currency  transaction  gains and
     losses  approximated $9.2 million for the year ended December 31, 2002
     ($1.8 million and $2.0 million in 2001 and 2000, respectively).

     As a  result  of the  liquidation  of its  programming  subsidiary  in
     Argentina in 2002, the Partnership recorded as a foreign exchange loss
     within other  expenses in its statement of operations  the  cumulative
     translation  losses related to Argentina,  which had  previously  been
     recognized  within partners'  deficit.  The amount of foreign exchange
     losses in  connection  with this matter  amounted to $20.8  million in
     2002.

     LONG-LIVED ASSETS
     The Partnership accounts for the impairment of long-lived assets to be
     held and  used by  evaluating  the  carrying  value of its  long-lived
     assets  in  relation   to  the   operating   performance   and  future
     undiscounted cash flows of the underlying  businesses when indications
     of impairment are present.

     Long-lived  assets to be disposed of are  evaluated in relation to the
     estimated fair value of such assets less costs to sell (see Note 6).

     PROPERTY AND EQUIPMENT
     Property   and   equipment  is  stated  at  cost.   Depreciation   and
     amortization  (including  amortization of assets under capital leases)
     are computed  using the  straight-line  method over  estimated  useful
     lives as follows:

                                                                       Years
                                                                    ----------
        Satellite.................................................         -
        Communication, transmission and reception equipment.......         5
        Furniture, fixtures and all other equipment...............      3-10

     The cost of antennas  expected to be leased to subscribers is included
     in property and equipment in the accompanying  balance sheet. Prior to
     the write down in 2001 of capitalized satellite cost (see Note 6), the
     Partnership amortized such asset over a 15 year period.

     VALUE ADDED TAX CREDITS
     The  Partnership's  subsidiaries  have earned  certain value added tax
     credits.  The value  added tax credits  arise from goods and  services
     acquired by the Partnership's subsidiaries and are generally recovered
     by  allocating  these  credits  against  value  added tax  payable  on
     services provided by the Partnership's  subsidiaries.  The Partnership
     has classified as current those value added tax credits expected to be
     recovered within one year.

     The Partnership wrote down its  unrecoverable  value added tax credits
     in Argentina to reflect its Argentine  programming assets at their net
     realizable  value.  This amount has been  included  within  impairment
     charge  and  write  down of  assets  to net  realizable  value  in the
     accompanying 2001 statement of operations (see Note 6).

     ADVERTISING COSTS
     Advertising  costs are expensed as incurred and totaled $2.6  million,
     $15.1 million and $5.8 million for the years ended  December 31, 2002,
     2001 and 2000, respectively.

     GOODWILL
     Prior to its write down during 2001,  goodwill  represented the excess
     of the  purchase  price of ownership  interests  in the  Partnership's
     subsidiaries over the estimated fair value of the proportionate  share
     of net tangible and intangible  assets  acquired of the  subsidiaries.
     Goodwill was amortized using the  straight-line  method over a 15 year
     period through  December 31, 2001.  Goodwill  amortization for each of
     the years ended December 31, 2001 and 2000 approximated $573,000.

     During 2001, the Partnership wrote down  approximately $7.4 million of
     goodwill related to its Colombian  subsidiary due to continued funding
     requirements in excess of those previously  contemplated.  This amount
     has been included within impairment charge and write down of assets to
     net realizable value in the accompanying 2001 statement of operations.

     INCOME TAXES
     The Partnership is not subject to U.S. federal,  state or local income
     taxes. Income taxes are the responsibility of the individual partners.
     The  Partnership's  subsidiaries  are subject to income taxes in their
     respective countries.

     The Partnership  accounts for its subsidiaries' income taxes using the
     liability  method.  The liability  method  requires the recognition of
     deferred  tax  liabilities  and  assets  for the  expected  future tax
     consequences of temporary differences between the carrying amounts and
     the tax bases of assets and  liabilities.  A  valuation  allowance  is
     established  when management  believes that it is more likely than not
     that all or a portion of the Company's net deferred tax asset will not
     be recovered.

     USE OF ESTIMATES
     The preparation of financial  statements  requires  management to make
     estimates and assumptions  that affect the reported  amounts of assets
     and liabilities  and disclosure of contingent  liabilities at the date
     of the financial  statements and the reported  amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     CONCENTRATIONS OF CREDIT RISK
     Financial  instruments,  which  potentially  expose the Partnership to
     concentration of credit risk, consist mainly of trade receivables from
     subscribers.  Concentration  of  credit  risk  with  respect  to trade
     receivables is limited due to the large number of customers and to the
     Partnership's  ability to stop providing the service to customers with
     past  due   accounts  in  a  short  period  of  time.   However,   the
     Partnership's  operations are  concentrated  in various Latin American
     countries and the ability of customers to pay depends,  in part,  upon
     the general economic condition of these countries.

     CASH AND CASH EQUIVALENTS
     The  Partnership  considers  all  highly  liquid  investments  with  a
     maturity  of three  months or less at the date of  purchase to be cash
     equivalents.

4.   RELATED PARTY TRANSACTIONS

     Sky  Multi-Country  Partners  is a  member  of a group  of  affiliated
     companies  and, as disclosed  below,  has extensive  transactions  and
     relationships   with   members   of  the   group.   Because  of  these
     relationships, it is possible that the terms of these transactions are
     not the  same as those  that  would  result  from  transactions  among
     unrelated parties.

     In January 1998 the  Partnership  entered into a 10 year contract with
     TechCo,  an affiliate of the Partnership  that is indirectly  owned by
     News,  Globo,   Televisa  and  Liberty  Media,  to  provide  satellite
     uplink/downlink  and other related  services.  The contract  specifies
     that TechCo will charge the  Partnership  all costs  incurred  for the
     provision of services  plus 5.76%.  For the years ending  December 31,
     2002, 2001 and 2000, the Partnership  incurred costs of  approximately
     $23.1  million,  $24.5  million,  and $26.2  million  related to these
     services, respectively.

     During 2000,  the  Partnership  entered into a note payable  agreement
     with TechCo which provides for cash borrowings by the Partnership from
     TechCo. At December 31, 2002 and 2001, approximately $16.5 million and
     $14.1 million,  respectively,  was outstanding  under the note payable
     with an annual  interest  rate of 5%.  The note is  payable in monthly
     installments  until  the  full  amount  borrowed  is fully  paid.  The
     Partnership  has  been  making  payments  on the note  payable  at its
     discretion  and is currently not in  compliance  with the terms of the
     note  payable  agreement.  Accordingly,  the note is  classified  as a
     current liability and is included in the due to related parties in the
     accompanying  balance  sheets at December 31, 2002 and 2001.  Interest
     costs  incurred on the note during  2002,  2001 and 2000  approximated
     $740,000, $637,000 and $399,000, respectively.

     Sky Entertainment  ProgramCo Latin America,  LLC and Sky Latin America
     Partners (previously known as Sky Latin America,  LLC),  affiliates of
     the Partnership  indirectly owned by News, Globo, Televisa and Liberty
     Media,  provided  administrative  and  programming  services  totaling
     approximately $10.5 million, $9.9 million and $10.0 million during the
     years ending December 31, 2002, 2001 and 2000, respectively. Sky Latin
     America  Partners  provides  all  of  the  Partnership's   U.S.  based
     personnel and administrative services.

     Sky Latin America  Partners made interest bearing cash advances to the
     Partnership  during 2002 and 2001, which at December 31, 2002 and 2001
     approximated  $4.1 million and $1.5  million,  respectively.  The cash
     advances  do not have any  repayment  terms and bear  interest  at 5%.
     Interest  costs  incurred  on the cash  advances  during 2002 and 2001
     approximated $109,000 and $54,000, respectively.

     As a result of cash advances  made to Sky Latin  America  Partners and
     Techco, at December 31, 2002, the Partnership's  Colombian  subsidiary
     held  approximately  $1.3 million in notes  receivable  from Sky Latin
     America  Partners.  These  notes  bear  interest  at LIBOR  (1.51%  at
     December  31, 2002) and mature five years after  inception.  Principal
     and interest on the notes are due at maturity. Maturities on the notes
     range from  October 31, 2007 to December 31,  2007.  In May 2003,  Sky
     Latin  America  Partners  assigned  these notes as well as  additional
     amounts  relating  to  advances  in  2003,  to the  Partnership  for a
     procurement fee of 0.05% or $9,000,  in exchange for a reduction in an
     equal dollar  amount of amounts due to Sky Latin  America  Partners by
     the  Partnership.  In  December  2003,  the  Partnership  paid off the
     outstanding amount due to its Colombian subsidiary.

     Corporacion Novavision S. de. R.L. de C.V., a related party indirectly
     owned by Televisa,  News and Liberty Media, provided satellite up-link
     services totaling  approximately  $677,000,  $659,000 and $671,000 for
     the years ended December 31, 2002, 2001 and 2000, respectively.

     Amounts due to (from)  related  parties at December  31, 2002 and 2001
     are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                            2002           2001
                                                                        -------------- --------------
     <S>                                                                <C>            <C>
     Due to DTH Techco Partners for note payable
         borrowings and accrued interest..............................  $    16,475    $    14,147
     Due to DTH Techco Partners for services..........................       14,525          5,554
     Due to Sky Latin America Partners for note payable
         borrowings and accrued interest..............................        4,076          1,497
     Due to (from) Sky Latin America Partners.........................          649           (136)
     Due to Sky Entertainment ProgramCo Latin America, LLC............        2,995            456
     Due from Sky Latin America Partners for notes receivable
         and accrued interest.........................................       (1,300)             -
     Other, net.......................................................          (54)            48
                                                                        -------------- --------------
                                                                        $    37,366    $    21,566
                                                                        ============== ==============

</TABLE>

5.   PROPERTY AND EQUIPMENT

     Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>

                                                                               2002           2001
                                                                           -------------- --------------
     <S>                                                                   <C>            <C>
     Communication, transmission and set top boxes,
          including assets under capital
          leases of $5,233 and $16,494................................     $   49,705     $   62,606
     Furniture, fixtures and all other equipment, including
          assets under capital leases of $1,296 and $610..............          5,884          7,902
                                                                           -------------- --------------
                                                                               55,589         70,508
     Accumulated depreciation and amortization........................        (34,624)       (27,661)
                                                                           -------------- --------------
                                                                           $   20,965     $   42,847
                                                                           ============== ==============

</TABLE>

     Accumulated  amortization for assets under capital leases approximates
     $3.1  million  and  $8.3  million  at  December  31,  2002  and  2001,
     respectively.  Depreciation  and  amortization  expense related to the
     Partnership's  property and equipment for the years ended December 31,
     2002, 2001 and 2000 amounted to $13.0 million, $31.9 million and $26.4
     million, respectively.

6.   ASSET IMPAIRMENT CHARGES

     In December 2001, the Argentine peso was floated in the  international
     currency  markets,  resulting in a devaluation of the peso to the U.S.
     dollar of more than 200% over the  following  six-month  period.  As a
     substantial  portion  of the  Argentine  operating  expenses  are U.S.
     dollar denominated,  the devaluation had a significant negative impact
     on the continuing operations.  Accordingly, in June 2002, following an
     evaluation of the viability of the business, the Partnership agreed to
     cease operations in Argentina and begin  liquidation  proceedings.  In
     connection with these events, the Partnership  determined that certain
     assets  were  not  only  impaired  due to the  effects  of the  peso's
     devaluation,  but also in consideration of the liquidation proceedings
     undertaken  in 2002,  and  recorded  an  impairment  charge in 2001 of
     approximately $22.3 million.

     The Argentine  impairment charges included  approximately $8.9 million
     related  to  value  added  tax  credits  that  were no  longer  deemed
     recoverable and approximately  $13.4 million related to the write down
     of  fixed  assets  to  their  estimated  net  realizable  values.  The
     Partnership's  Argentine assets were valued on an asset-by-asset basis
     at the lower of  carrying  amount or fair  value  less  costs to sell,
     taking into consideration  recent appraisals,  valuations,  offers and
     bids, and the  Partnership's  estimate of future cash flows related to
     its Argentine operations.

     In connection  with the economic events in Argentina and Latin America
     and  continued  losses of its  business  in Chile and  Argentina,  the
     Partnership  reviewed its long-lived assets for impairment in December
     2001.  The  review  of  these  long-lived  assets  was  based  upon  a
     comparison   of  the  carrying   values  and  the   projected   future
     undiscounted  cash flows for each  particular  asset. In the event the
     undiscounted  projected  future cash flows were less than the carrying
     value for the respective  asset, an impairment  charge was recorded to
     reduce the carrying  value of the particular  long-lived  asset to its
     estimated   fair  market   value.   In  arriving  at  this   estimate,
     consideration  was given to historical  performance,  future cash flow
     projections  and prevailing and  anticipated  economic and competitive
     conditions  existing  as of the  balance  sheet  date.  However,  with
     respect  to 2001,  consideration  was also  given  to  certain  events
     occurring subsequent to December 31, 2001 in estimating fair values of
     certain  assets,  namely the liquidation of operations in Argentina in
     June 2002 and  continued  economic  deterioration  of the major  Latin
     America  economies.  As a  result  of  this  review,  the  Partnership
     recorded  an asset  impairment  charge  related to the  impairment  of
     goodwill and capitalized transponder obligations.

     In December 2001, the Partnership  recorded an asset impairment charge
     of approximately $7.4 million for goodwill resulting from its original
     acquisition  of  its  interest  in  its  Colombian   operations.   The
     impairment  was  principally  based on  continued  losses and  funding
     requirements in excess of those previously contemplated.

     In December  2001,  the  Partnership  recorded an asset  impairment of
     $208.1 million relating to its capitalized  transponder obligations of
     PAS 6B. The impairment  considered historical losses and on-going cash
     flows  deficits  of the  Partnership,  the  effect  of  the  prolonged
     economic difficulties and uncertainties in the Latin America region on
     estimated future cash flow projections,  as well as the effects of the
     Partnership's  decision to liquidate  its  operations  in Argentina in
     June 2002.

     In June 2003, the Partnership's  satellite provider publicly announced
     an anomaly relating to the satellite on which the Partnership's leased
     transponders  are  located.  The  anomaly  significantly  reduced  the
     available  on-board  fuel  of  the  satellite.  As a  result  of  this
     development, the satellite provider estimated that the satellite would
     have fuel sufficient to maintain  appropriate  positioning until early
     2008, as opposed to the original  date of 2013.  This anomaly does not
     affect  the  current   performance   of  the   satellite   or  of  the
     Partnership's  leased  transponders,  and is not expected to cause any
     other   performance   issues  during  its  revised  useful  life.  The
     Partnership will have no further  obligation to the satellite provider
     when the  satellite  is taken out of service  in 2008,  but until then
     remains  obligated  under the terms of the original  lease  agreement.
     Upon termination of service, if prior to the original anticipated date
     of 2013,  the  Partnership  would  reduce  the  satellite  transponder
     obligation  by any  remaining  unpaid  balance  and  record a gain for
     amounts it would no longer be obligated to pay.  Should the  satellite
     transponder  agreement be terminated in 2008 the Partnership estimates
     that it would record a gain of approximately $168.2 million,  however,
     there can be no assurance that the lease  transponder  agreement  will
     be terminated in 2008.

7.   LONG TERM DEBT AND CAPITAL LEASE OBLIGATIONS

     In March 1999,  sixteen satellite  transponders were placed in service
     subject to a capital lease  agreement  executed by the  Partnership in
     March  1998.  The capital  lease has an implicit  rate of 9% and has a
     term for the useful life of the satellite  transponders,  estimated at
     15 years at date of lease inception.  The balance of the capital lease
     as of December 31, 2002 and 2001 included in the accompanying  balance
     sheet  is   approximately   $253.9   million   and   $256.6   million,
     respectively.  Total accrued  interest  relating to this capital lease
     amounted to approximately $3.8 million and $3.6 million as of December
     31, 2002 and 2001, respectively. The short term portion of the accrued
     interest is included within accounts  payable and accrued  liabilities
     in the accompanying balance sheets.

     The capital lease  contains  escalation  clauses for the minimum lease
     payments  for the first  four  years of the lease as well as  payments
     contingent  on the  Partnership  reaching  certain  monthly and annual
     revenue  thresholds per  transponder  as described in the  Transponder
     Service Agreement with the satellite provider ("the  Agreement").  The
     Partnership  did not have any  contingent  lease  costs  for the years
     ended December 31, 2002, 2001 and 2000.

     Compensation  to the satellite  provider is based on the greater of i)
     $3 million per  transponder  per year or ii) an amount based on annual
     gross revenue per transponder,  as defined, plus a minimum service fee
     per transponder of $1 million in year 1 escalating to $2.25 million in
     year 5 and thereafter.  Compensation to the satellite  provider is for
     the remaining term of the Agreement and is net of any fees received by
     the  satellite  provider  for the  use of the  transponders  by  other
     parties  during the period.  The capital lease payments are guaranteed
     by the Partners.

     Included in the Agreement are certain  termination  indemnity  clauses
     which require the  Partnership  to compensate  the satellite  provider
     should  certain  termination  events  occur,  including,  among  other
     things,  failure to make  payments and failure to cease any  satellite
     activity as specified in the Agreement.

     As indicated in Note 2 to the consolidated financial statements, since
     September 2002, Globo had ceased to provide  financial  support to the
     Partnership.  As a result  News,  Televisa  and Liberty  Media  funded
     Globo's portion of the satellite  transponder payment in September and
     October 2002. At December 31, 2002 the Partnership was in default with
     respect to terms of the  Agreement  for failing to make the  satellite
     transponder  payments for the months of November and December 2002. As
     of December 31, 2002, the Partnership accrued  approximately  $120,000
     for the payments in default.

     In December 2002 the Partnership along with News, Televisa,  Globo and
     Liberty Media entered into a Forbearance  Agreement with the satellite
     provider.  Pursuant  to the terms of the  Forbearance  Agreement,  the
     Partnership  or its  guarantors,  which  included  News,  Televisa and
     Liberty Media, have agreed to pay 70% of the service fee payments that
     are past due under the  Agreement  plus any  applicable  late  payment
     interest during the  forbearance  period.  In exchange,  the satellite
     provider has agreed to provide satellite transponder service under the
     Agreement during the forbearance  period.  The remaining  service fees
     will  continue  to be  due  and  payable  by  the  Partnership  or its
     guarantors as specified in the Agreement.  If the Partnership fails to
     pay any of the  forbearance  fees or any  service  fees for  which the
     satellite provider has not granted  forbearance  rights, the satellite
     provider  will be  entitled  to  terminate  the  Agreement  and demand
     payment for all amounts due under the Agreement.

     As a result of subsequent amendments to the Forbearance Agreement, the
     forbearance period currently extends through January 31, 2004. Because
     the partners have not provided a written commitment to the Partnership
     guaranteeing  amounts due under the  Agreement,  the  Partnership  has
     classified as a current liability  approximately $253.9 million, which
     represents  the  Partnership's  total  obligation  under  Agreement at
     December 31, 2002.

     The  Partnership  entered into other  capital  leases with balances at
     December  31,  2002 and 2001 of  approximately  $2.1  million and $5.8
     million,  respectively,  for various other equipment.  The Partnership
     also entered into loan  agreements  with various  banks for loans with
     balances at December 31, 2002 and 2001 of  approximately  $1.9 million
     and $7.5  million,  respectively.  The capital  leases and banks loans
     have various  maturity  terms from 2001 to 2004 with interest rates at
     December  31,  2002  of  12%  to  27%  for  debt  denominated  in  the
     subsidiaries' local currencies,  and of 7% to 11% for debt denominated
     in U.S. dollars. As of December 31, 2002,  aggregate annual maturities
     of long term debt and future annual minimum lease payments for capital
     leases are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                 CAPITAL LEASES-
                                                                     MINIMUM
                                                                 LEASE PAYMENTS       DEBT
                                                                ---------------  --------------
<S>                                                             <C>              <C>
     2003...................................................    $   408,373      $    1,795
     2004...................................................            565             272
     2005...................................................              -               -
     2006...................................................              -               -
     Thereafter.............................................              -               -
                                                                ---------------  --------------
                                                                    408,938           2,067
     Less: Amount representing interest.....................       (152,904)           (164)
                                                                ---------------  --------------
        Present value of net minimum payments...............        256,034           1,903
     Less:  Current maturities..............................       (255,484)         (1,640)
                                                                ---------------  --------------
        Long term debt and capital lease obligations........    $       550      $      263
                                                                ===============  ==============

</TABLE>

8.   COMMITMENTS AND CONTINGENCIES

     LICENSING  RIGHTS
     The Partnership had licensing  agreements for the broadcasting  rights
     of soccer  tournaments  in Chile  which  expired in 2002.  The Chilean
     contract was entered into jointly with Fox Sports Latin America, Ltd.

     The amounts  incurred for these licensing rights during 2002, 2001 and
     2000  totaled  $9.4  million,   $16.3   million  and  $18.9   million,
     respectively,   and  are   recorded  as   programming   costs  in  the
     accompanying statements of operations.

     The  Partnership is committed  under  non-cancelable  operating  lease
     agreements  for  the  rental  of its  existing  office  facilities  in
     Argentina,  Chile and Colombia.  Total rent expense for 2002, 2001 and
     2000,  amounted  to $2.0  million,  $4.0  million  and  $1.9  million,
     respectively. The total aggregate commitment under these agreements is
     as follows:

          2003....................................... $   3,444
          2004.......................................     3,516
          2005.......................................       163
          2006.......................................       163
          Thereafter through 2007....................       136
                                                      ---------------
                                                      $   7,422
                                                      ===============


     LITIGATION
     The  Partnership  is a defendant in a regulatory  lawsuit in Colombia.
     The National Television  Commission of Colombia (CNTV) is seeking fees
     in the amount of $1.7  million  and  pursuing a lien of the  Company's
     assets in that  amount.  Management  and its legal  counsel are of the
     opinion that the  Partnership  will prevail in defending  the lawsuit;
     however, a Colombian tribunal has ordered the Company to obtain a $1.7
     million  bond to avoid the lien.  The  Company  is  analyzing  various
     alternatives  including  negotiating a settlement with CNTV as well as
     working  with  insurance  companies  to obtain  the bond and avoid the
     lien.

     TAX MATTERS
     The Colombian tax authorities have informed the Partnership of several
     possible  tax   contingencies,   which   aggregate  to  $5.5  million.
     Management  and its legal  counsel,  are  vigorously  defending  these
     matters,  and believe that the final  disposition of such matters will
     not have a  material  adverse  effect on the  financial  position  and
     results of operations of the Partnership.

     The  Partnership is involved in various other claims and legal actions
     arising  from  ordinary   course  of  business.   In  the  opinion  of
     management,  the ultimate disposition of these matters will not have a
     material  adverse  effect  on the  Partnership's  financial  position,
     results of operations or liquidity.

     OTHER
     See  Note  4  for  additional  Partnership  commitments  with  related
     parties.

9.   INCOME TAXES

     Foreign  income  taxes are provided in the  accompanying  consolidated
     statements of operations as follows (in thousands):

                                         2002           2001          2000
                                     -------------- ------------ -------------
     Current expense...............  $    (430)     $    (516)   $      (418)
     Deferred benefit..............          -              -             22
                                     -------------- ------------ -------------
        Income tax provision.......  $    (430)     $    (516)   $      (396)
                                     ============== ============ =============


     As of December 31, 2002 and 2001, deferred tax assets and deferred tax
     liabilities  reflect  the  tax  effect  of the  following  differences
     between financial  statement  carrying amounts and tax bases of assets
     and liabilities (in thousands):

<TABLE>
<CAPTION>
                                                                       2002            2001
                                                                  --------------- ---------------
        <S>                                                       <C>             <C>
        Current assets..........................................  $      607      $      808
        Property and equipment and other long term assets.......      24,913          17,013
        Other liabilities.......................................         748           1,404
        Net operating loss carryforwards........................      44,096          39,364
                                                                  --------------- ---------------
        Deferred tax asset......................................      70,364          58,589
        Valuation allowance.....................................     (70,364)        (58,589)
                                                                  --------------- ---------------
        Net deferred tax asset..................................  $        -      $        -
                                                                  =============== ===============

</TABLE>

<PAGE>

     The net  increase  in the  valuation  allowance  for the  years  ended
     December  31,  2002 and 2001  approximated  $11.8  million  and  $16.8
     million,   respectively.   The  Partnership  has  net  operating  loss
     carryforwards  in foreign  countries  (the  "NOLs")  of  approximately
     $172.6 million.  Approximately $90.6 million of the net operating loss
     carryforwards  do  not  expire.   The  remaining  net  operating  loss
     carryforwards  expire in varying amounts through the year 2006.  Based
     on the weight of available  evidence,  a valuation  allowance has been
     provided to offset  substantially all of the deferred tax asset amount
     at  December  31,  2002 and  2001,  respectively.  In the  opinion  of
     management,  it is more likely than not that  substantially all of the
     deferred tax asset will not be realized.

10.  RISKS, UNCERTAINTIES AND GEOGRAPHIC INFORMATION

     The Partnership has operations in Colombia,  Chile and Argentina.  The
     Partnership's  operations in these countries are subject to political,
     monetary,  economic and regulatory  risk, which can have a significant
     impact on the Partnership's financial position,  results of operations
     and cash flows.

     All revenues are  generated in the  Partnerships  foreign  operations.
     Long-lived  assets,  net of accumulated  depreciation,  were primarily
     located in the Partnership's foreign operations and approximated $21.0
     million  and  $42.8   million  as  of  December  31,  2002  and  2001,
     respectively.

                                * * * * * *