The following items were the subject of a Form 12b-25 and are included herein:
  Item 19 and Exhibit 4.10 (Amendment, dated as of June 29, 2004, to the loan
  agreement between Grupo Radio Centro, S.A. de C.V. and Scotiabank Inverlat,
                                     S.A.).
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 20-F/A
                                (Amendment No. 1)

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

                                       OR

|X|             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT
                    For the fiscal year ended December 31, 2003

                                       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: 1-12090

                                   ----------

                        Grupo Radio Centro, S.A. de C.V.
             (Exact name of registrant as specified in its charter)

                               Radio Center Group
                 (Translation of registrant's name into English)

                              United Mexican States
                 (Jurisdiction of incorporation or organization)

                                   ----------

                      Constituyentes 1154 (7(degree) Piso)
                                Col. Lomas Altas
                        C.P. 11950, Mexico, D.F., Mexico
                    (Address of principal executive offices)

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

                                                     Name of each exchange
         Title of each class:                         on which registered
         --------------------                        ---------------------

Series A Shares, without par value
   ("Series A Shares")                              New York Stock Exchange*
Ordinary Participation Certificates
   ("CPOs"), each CPO representing                  New York Stock Exchange*
   one Series A Share
American Depositary Shares ("ADSs"),
   each representing nine CPOs                      New York Stock Exchange

*     Not for trading, but only in connection with the registration of American
      Depositary Shares, pursuant to the requirements of the Securities and
      Exchange Commission.

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

      Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report: 162,667,561 Series A Shares

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be file 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.

                        |X| Yes              |_| No

      Indicate by check mark which financial statement item the Registrant has
elected to follow:

                        |_| Item 17          |X| Item 18

================================================================================
<PAGE>

                                EXPLANATORY NOTE

      This filing on Form 20-F/A (the "Amended Report") amends the annual report
on Form 20-F for the year ended December 31, 2003 (the "Original Report") to
include an exhibit that could not be filed at the time the Original Report was
filed. Late on June 29, 2004, Grupo Radio Centro, S.A. de C.V. (the "Company")
and Scotiabank Inverlat S.A. agreed to modify certain financial covenants under
the loan agreement between the two parties. An English translation of the
resulting agreement is submitted under this Amended Report as Exhibit 4.10,
"Amendment, dated as of June 29, 2004, to the Loan Agreement, filed as an
English translation." Accordingly, this Amended Report also includes Item 19, in
which the list of exhibits has been amended to reflect the current inclusion of
Exhibit 4.10.

      This Amended Report therefore consists of a cover page, this explanatory
note, Item 19 (as amended), the signature page, the index to the exhibits (as
amended), Exhibit 4.10 and the required certifications of our chief executive
officer and the chief financial officer.
<PAGE>

Item 19. Exhibits

      Documents filed as exhibits to this annual report:

(a)   List of Financial Statements

Consolidated Financial Statements of Grupo Radio Centro, S.A. de C.V.
   for the Years Ended December 31, 2003, 2002 and 2001

      Report of independent auditors .....................................   F-1

      Consolidated balance sheets as of December 31, 2003 and 2002 .......   F-3

      Consolidated statements of income for the years ended
        December 31, 2003, 2002 and 2001 .................................   F-4

      Consolidated statements of changes in stockholders' equity
        for the years ended December 31, 2003, 2002 and 2001 .............   F-5

      Consolidated statements of changes in financial position
        for the years ended December 31, 2003, 2002 and 2001 .............   F-6

      Notes to the consolidated financial statements as of and for
       the years ended December 31, 2003, 2002 and 2001 ..................   F-7

      All other  supplemental  schedules  relating  to the  Company  are omitted
because  they are not  required  or  because  the  required  information,  where
material,  is  contained  in the  Consolidated  Financial  Statements  or  Notes
thereto.

(b)   List of Exhibits

Charter (Escritura Constitutiva), together with an English translation(a)    1.1

Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V., dated
  April 25, 2003, filed as an English translation(h) ....................    1.2

Amended and Restated Controlling Trust Agreement, No. F/23020-1,
  dated April 24, 1992, with amendments dated September 2, 1992,
  May 18, 1993 and September 14, 1993, between certain members of the
  Aguirre family and Bancomer, S.A., as trustee, together with an
  English translation (b) ...............................................    3.1

Amended and Restated CPO Trust Agreement, dated as of June 27, 2003,
  between GE Capital Bank S.A., Institucion de Banca Multiple, GE Capital
  Grupo Financiero, as CPO Trustee, and Grupo Radio Centro, S.A. de C.V.,
  filed as an English translation(h) ....................................    3.2

Trust Agreement, dated June 3, 1998, among certain principal shareholders
  of Grupo Radio Centro, S.A. de C.V., together with an English
  translation(c) ........................................................    3.3

Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro, S.A. de
  C.V., Citibank N.A. and holders from time to time of American
  Depositary Receipts issued thereunder, including the form of American
  Depositary Receipt(d) .................................................    4.1

Amended and Restated Public Deed, dated as of June 27, 2003 (the "Amended
  and Restated CPO Deed"), filed as an English translation(h) ...........    4.2
<PAGE>

Modifying Agreement, dated December 14, 1998, between Grupo Radio Centro,
  S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying
  Service Agreement, dated October 2, 1995 with respect to XHFO-FM,
  together with an English translation(e) ...............................    4.3

Programming Services Agreement, dated December 23, 1998, among Grupo
  Radio Centro, S.A. de C.V., Infored and Jose Gutierrez Vivo, together
  with an English translation(e) ........................................    4.4

Loan Agreement, dated October 30, 2000, between Grupo Radio Centro, S.A.
  de C.V. and Banco Inverlat, S.A., (the "Loan Agreement"), together with
  an English translation(f) .............................................    4.5

Letter Agreement, dated April 17, 2001, between Grupo Radio Centro, S.A.
  de C.V. and Scotiabank Inverlat, S.A. (formerly Banco Inverlat, S.A.),
  amending Loan Agreement, together with an English translation(f) ......    4.6

Waiver and Amendment Letter, dated June 19, 2002, executed by Scotiabank
  Inverlat and Grupo Radio Centro, S.A. de C.V. in connection with the
  Loan Agreement(g) .....................................................    4.7

Amendment, dated December 10, 2002, to the Loan Agreement, filed as an
  English translation(h) ................................................    4.8

Amendment, dated December 3, 2003, to the Loan Agreement, filed as an
  English translation ...................................................    4.9

Amendment, dated as of June 29, 2004, to the Loan Agreement, filed as an
  English translation ...................................................   4.10

Modifying Agreement, dated June 29, 2001, between Grupo Radio Centro,
  S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying
  Service Agreement, dated October 2, 1995, with respect to XHFO-FM,
  together with an English translation(g) ...............................   4.11

List of Subsidiaries of the Company(h) ..................................    8.1

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

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

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .   13.1

----------
(a)   Incorporated by reference to the Company's  Registration Statement on Form
      F-1 (Reg. No. 333-63878) filed on June 4, 1993.

(b)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on December 31, 1993.

(c)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on June 30, 1998.

(d)   Incorporated by reference to the Company's  Registration Statement on Form
      F-6 (Reg. No. 333-8224) filed on January 16, 1998.

(e)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on June 30, 1999.

(f)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on May 9, 2001.

(g)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on June 24, 2002.

(h)   Incorporated  by reference  to the  Company's  Annual  Report on Form 20-F
      (Commission File No. 001-12090) filed on June 30, 2003.
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant  certifies that it meets all the requirements for filing
on Form 20-F and has duly caused  this annual  report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Date: July 1, 2004

                                     GRUPO RADIO CENTRO, S.A. de C.V.

                                     By: /s/ Pedro Beltran Nasr
                                         ----------------------------------
                                         Pedro Beltran Nasr
                                         Chief Financial Officer
<PAGE>

                                  Exhibit Index

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

   1.1   Charter (Escritura Constitutiva), together with an English translation
         (incorporated by reference to our Registration Statement on Form F-1
         (Reg. No. 333-63878) filed on June 4, 1993).

   1.2   Amended and Restated Bylaws of Grupo Radio Centro, S.A. de C.V. dated
         April 25, 2003, filed as English translation (incorporated by reference
         to our Annual Report on Form 20-F (Commission File No. 001-12090) filed
         on June 30, 2003).

   3.1   Amended and Restated Controlling Trust Agreement, No. F/23020-1, dated
         April 24, 1992, with amendments dated September 2, 1992, May 18, 1993
         and September 14, 1993, between certain members of the Aguirre family
         and Bancomer, S.A., as trustee, together with an English translation
         (incorporated by reference to our Annual Report on Form 20-F
         (Commission File No. 001-12090) filed on December 31, 1993).

   3.2   Amended and Restated CPO Trust Agreement, dated as of June 27, 2003,
         between GE Capital Bank S.A., Institucion de Banca Multiple, GE Capital
         Grupo Financiero, as CPO Trustee, and Grupo Radio Centro, S.A. de C.V.,
         filed as an English translation (incorporated by reference to our
         Annual Report on Form 20-F (Commission File No. 001-12090) filed on
         June 30, 2003).

   3.3   Trust Agreement, dated June 3, 1998, among certain principal
         shareholders of Grupo Radio Centro, S.A. de C.V., together with an
         English translation (incorporated by reference to our Annual Report on
         Form 20-F (Commission File No. 001-12090) filed on June 30, 1998).

   4.1   Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro, S.A.
         de C.V., Citibank N.A. and holders from time to time of American
         Depositary Receipts issued thereunder, including the form of American
         Depositary Receipt (incorporated by reference to our Registration
         Statement on Form F-6 (Reg. No. 333-8224) filed on January 16, 1998).

   4.2   Amended and Restated Public Deed, dated as of June 27, 2003 (the
         "Amended and Restated CPO Deed"), filed as an English translation
         (incorporated by reference to our Annual Report on Form 20-F
         (Commission File No. 001-12090) filed on June 30, 2003).

   4.3   Modifying Agreement, dated December 14, 1998, between Grupo Radio
         Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V.,
         modifying Service Agreement, dated October 2, 1995 with respect to
         XHFO-FM, together with an English translation (incorporated by
         reference to our Annual Report on Form 20-F (Commission File No.
         001-12090) filed on June 30, 1999).

   4.4   Programming Services Agreement, dated December 23, 1998, among Grupo
         Radio Centro, S.A. de C.V., Infored and Jose Gutierrez Vivo, together
         with an English translation (incorporated by reference to our Annual
         Report on Form 20-F (Commission File No. 001-12090) filed on June 30,
         1999) (incorporated by reference to our Annual Report on Form 20-F
         (Commission File No. 001-12090) filed on June 30, 2003).
<PAGE>

                                  Exhibit Index
                                   (continued)

 Exhibit
  Number                      Description of Exhibit
 -------                      ----------------------
   4.5   Loan Agreement, dated October 30, 2000, between Grupo Radio Centro,
         S.A. de C.V. and Banco Inverlat, S.A., (the "Loan Agreement") together
         with an English translation (incorporated by reference to our Annual
         Report on Form 20-F (Commission File No. 001-12090) filed on May 9,
         2001).

   4.6   Letter Agreement, dated April 17, 2001, between Grupo Radio Centro,
         S.A. de C.V. and Scotiabank Inverlat, S.A. (formerly Banco Inverlat,
         S.A.), amending Loan Agreement, together with an English translation
         (incorporated by reference to our Annual Report on Form 20-F
         (Commission File No. 001-12090) filed on May 9, 2001).

   4.7   Waiver and Amendment Letter, dated June 19, 2002, executed by
         Scotiabank Inverlat and Grupo Radio Centro, S.A. de C.V. in connection
         with the Loan Agreement (incorporated by reference to our Annual Report
         on Form 20-F (Commission File No. 001-12090) filed on June 24, 2002).

   4.8   Amendment, dated December 10, 2002, to the Loan Agreement, filed as an
         English translation.

   4.9   Amendment, dated December 3, 2003, to the Loan Agreement, filed as an
         English translation.

   4.10  Amendment, dated as of June 29, 2004, to the Loan Agreement, filed as
         an English translation.

   4.11  Modifying Agreement, dated June 29, 2001, between Grupo Radio Centro,
         S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying
         Service Agreement, dated October 2, 1995, with respect to XHFO-FM,
         together with an English translation (incorporated by reference to our
         Annual Report on Form 20-F (Commission File No. 001-12090) filed on
         June 24, 2002).

   8.1   List of Subsidiaries of the Company (incorporated by reference to our
         Annual Report on Form 20-F (Commission File No. 001-12090) filed on
         June 30, 2003).

   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 Section 906 of the Sarbanes-Oxley Act of
         2002.