##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    33-82114
  
  Spanish Broadcasting System,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

13-3827791(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)      2601 South Bayshore Drive, PH II
 Coconut Grove, Florida 33133
 (Address of principal executive
    offices) (Zip Code)
  (305) 441-6901
 (Registrants telephone
    number, including area code)
  þ o
  12b-2
  Large
    accelerated
    filer: o
    Accelerated
    filer: þ
    Non-accelerated
    filer: o
    Smaller
    reporting
    company: o   Rule 12b-2  o þ




---



##### 



SPANISH
    BROADCASTING SYSTEM, INC.
  INDEX
  PagePART I. FINANCIAL INFORMATIONITEM 1.


Financial Statements  Unaudited


3Unaudited Condensed Consolidated Balance Sheets
    as of March 31, 2008 and December 31, 2007


3Unaudited Condensed Consolidated Statements of
    Operations for the Three-Months Ended March 31, 2008 and
    2007


4Unaudited Condensed Consolidated Statement of
    Changes in Stockholders Equity and Comprehensive Loss for
    the Three-Months Ended March 31, 2008


5Unaudited Condensed Consolidated Statements of
    Cash Flows for the Three-Months Ended March 31, 2008 and
    2007


6Notes to Unaudited Condensed Consolidated
    Financial Statements


7ITEM 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16ITEM 3.


Quantitative and Qualitative Disclosures About
    Market Risk


20ITEM 4.


Controls and Procedures


20PART II. OTHER INFORMATIONITEM 1.


Legal Proceedings


21ITEM 1A.


Risk Factors


21ITEM 6.


Exhibits


22EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO   1




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##### Table of Contents



Special
    Note Regarding Forward-Looking Statements
  Form 10-Q Form 10-K
 2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  Unaudited  SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Balance Sheets  March 31,


December 31,2008


2007(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
51,174



61,122Receivables, net of allowance for doubtful accounts of $3,826 in
    2008 and $3,623 in 2007


29,796



35,835Prepaid expenses and other current assets


5,424



4,515Total current assets


86,394



101,472Property and equipment, net of accumulated depreciation of
    $39,541 in 2008 and $38,188 in 2007


47,556



43,739FCC licenses


749,864



749,864Goodwill


32,806



32,806Other intangible assets, net of accumulated amortization of $151
    in 2008 and $142 in 2007


1,283



1,292Deferred financing costs, net of accumulated amortization of
    $3,136 in 2008 and $2,860 in 2007


4,527



4,803Other assets


1,957



2,153Total assets

$
924,387



936,129LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
18,123



19,640Accrued interest


279



246Unearned revenue


2,684



4,015Deferred commitment fee


281



300Other liabilities


73



84Non-interest bearing promissory note payable due 2009, net of
    unamortized discount of $1,068 in 2008


17,432



Current portion of the senior credit facilities term loan due
    2012


3,250



3,250Current portion of other long-term debt


432



430Series B cumulative exchangeable redeemable preferred stock
    dividends payable


2,014



2,014Total current liabilities


44,568



29,979Unearned revenue, less current portion






305Other liabilities, less current portion


181



187Derivative instruments


12,772



3,582Senior credit facilities term loan due 2012, less current portion


312,000



312,813Other long-term debt, less current portion


7,382



7,490Non-interest bearing promissory note payable due 2009, net of
    unamortized discount of $1,410 in 2007






17,090Deferred income taxes


170,148



170,148Total liabilities


547,051



541,594Cumulative exchangeable redeemable preferred stock:103/4%
    Series B cumulative exchangeable redeemable preferred
    stock, $0.01 par value, liquidation value $1,000 per share.
    Authorized 280,000 shares; 89,932 shares issued and
    outstanding at March 31, 2008 and December 31, 2007,
    respectively


89,932



89,932Stockholders equity:Series C convertible preferred stock, $0.01 par value
    and liquidation value. Authorized 600,000 shares;
    380,000 shares issued and outstanding at March 31,
    2008 and December 31, 2007, respectively


4



4Class A common stock, $0.0001 par value. Authorized
    100,000,000 shares; 41,401,805 and 40,777,805 shares
    issued and outstanding at March 31, 2008 and
    December 31, 2007, respectively


4



4Class B common stock, $0.0001 par value. Authorized
    50,000,000 shares; 23,403,500 and 24,003,500 shares
    issued and outstanding at March 31, 2008 and
    December 31, 2007, respectively


2



2Additional paid-in capital


524,356



524,030Accumulated other comprehensive loss


(12,772
)


(3,582
)Accumulated deficit


(224,190
)


(215,855
)Total stockholders equity


287,404



304,603Total liabilities and stockholders equity

$
924,387



936,129    3




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statements of Operations  Three-Months EndedMarch 31,2008


2007(In thousands, except per share data)Net revenue

$
36,433



38,937Operating expenses:Engineering and programming


14,654



12,294Selling, general and administrative


19,589



15,907Corporate expenses


3,593



3,603Depreciation and amortization


1,362



1,137Total operating expenses


39,198



32,941Gain on the disposal of assets, net


(3
)


Operating (loss) income


(2,762
)


5,996Other (expense) income:Interest expense, net


(5,084
)


(4,689
)Other, net


1,928



1,960(Loss) income before income taxes


(5,918
)


3,267Income tax expense






2,253Net (loss) income


(5,918
)


1,014Dividends on Series B preferred stock


(2,417
)


(2,417
)Net loss applicable to common stockholders

$
(8,335
)


(1,403
)Basic and diluted net loss per common share

$
(0.12
)


(0.02
)Weighted average common shares outstanding:Basic and Diluted


72,405



72,381
    4




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statement of Changes in
    Stockholders Equity
    and Comprehensive Loss for the Three-Months Ended March 31,
    2008  Class C


Class A


Class B





Accumulatedpreferred stock


common stock


common stock


Additional


other





TotalNumber of


Par


Number of


Par


Number of


Par


paid-in


comprehensive


Accumulated


stockholdersshares


value


shares


value


shares


value


capital


loss


deficit


equity(In thousands, except share data)Balance at December 31, 2007


380,000


$
4



40,777,805


$
4



24,003,500


$
2


$
524,030


$
(3,582
)

$
(215,855
)

$
304,603Conversion of Class B common stock to Class A common
    stock










600,000







(600,000
)


















Issuance of Class A common stock from vesting of restricted
    stock










24,000



























Stock-based compensation


























326











326Series B preferred stock dividends


































(2,417
)


(2,417
)Comprehensive income:Net loss


































(5,918
)


(5,918
)Unrealized loss on derivative instruments






























(9,190
)






(9,190
)Comprehensive loss






































(15,108
)Balance at March 31, 2008


380,000


$
4



41,401,805


$
4



23,403,500


$
2


$
524,356


$
(12,772
)

$
(224,190
)

$
287,404


5




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statements of Cash Flows  Three-Months EndedMarch 31,2008


2007(In thousands)Cash flows from operating activities:Net (loss) income

$
(5,918
)


1,014Adjustments to reconcile net income to net cash provided by
    operating activities:Stock-based compensation


326



442Depreciation and amortization


1,362



1,137Net barter expense (income)


99



(196
)Provision for trade doubtful accounts


760



436Amortization of deferred financing costs


276



279Amortization of discount on the non-interest bearing promissory
    note payable


342



317Deferred income taxes






2,210Decrease in unearned revenue


(1,813
)


(1,937
)Accretion of the time-value of money component related to
    unearned revenue


59



69Amortization of deferred commitment fee


(19
)


(19
)Amortization of other liabilities


(17
)


(6
)Changes in operating assets and liabilities:Decrease in trade receivables


5,298



2,665(Increase) decrease in other current assets


(909
)


108Decrease (increase) in other assets


196



(555
)Decrease in accounts payable and accrued expenses


(1,673
)


(2,134
)Increase (decrease) in accrued interest


32



(94
)Net cash (used in) provided by operating activities


(1,599
)


3,736Cash flows from investing activities:Purchases of property and equipment


(2,225
)


(782
)Acquisition of a building and its related building improvements


(2,788
)


(1,607
)Net cash used in investing activities


(5,013
)


(2,389
)Cash flows from financing activities:Payment of senior credit facility term loan 2012


(813
)


(813
)Payment of Series B preferred stock cash dividends


(2,417
)


(2,417
)Payments of other long-term debt


(106
)


(77
)Net cash used in financing activities


(3,336
)


(3,307
)Net decrease in cash and cash equivalents


(9,948
)


(1,960
)Cash and cash equivalents at beginning of period


61,122



66,815Cash and cash equivalents at end of period

$
51,174



64,855Supplemental cash flows information:Interest paid

$
4,937



4,958Income taxes paid


10



Noncash investing and financing activities:Ten-year promissory note issued for the acquisition of a building

$




7,650Unrealized loss on derivative instruments


(9,190
)


(1,886
)    6




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES



NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  1.
    Basis of
    Presentation  Form 10-Q Rule 10-01 Regulation S-X. Form 10-K.
    2.
    Stockholders
    Equity  (a)
    Series C
    Convertible Preferred Stock          (b)
    Class A
    and B Common Stock   7




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 4
  (c)
    Warrant    (d)
    Share-based
    Compensation Plans  2006
    Omnibus Equity Compensation Plan
    1999
    Stock Option Plans
   8




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (e)
    Stock-Based
    Compensation Expense    Three-Months EndedMarch 31,2008


2007Engineering and programming expenses

$
160



188Selling, general and administrative expenses


34



36Corporate expenses


132



218Total stock-based compensation expense

$
326



442     Stock
    Options
      WeightedWeighted





AverageAverage


Aggregate


RemainingExercise


Intrinsic


ContractualShares


Price


Value


Life (Years)Outstanding at December 31, 2007


3,063


$
10.86Granted






Exercised






Forfeited


(15
)


9.79Outstanding at March 31, 2008


3,048


$
10.87


$




4.9Exercisable at March 31, 2008


2,885


$
11.16


$




4.7  9




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedOutstanding


Average


ExercisableWeighted


Remaining





WeightedAverage


Contractual





AverageUnvested


Exercise


Life


Number


ExerciseRange of Exercise Prices

Vested Options


Options


Price


(Years)


Exercisable


Price$ 2.55  4.99


310



65


$
3.77



7.5



310


$
4.035.00  9.99


1,672



88



8.71



5.5



1,672



8.7710.00  14.99


193



10



10.77



6.4



193



10.7715.00  20.00


710







20.00



1.6



710



20.002,885



163


$
10.87



4.9



2,885


$
11.16   Nonvested
    Shares
      WeightedAverage Grant-Date Fair ValueShares


(per Share)Nonvested at December 31, 2007


77


$
4.19Awarded


90



1.57Vested


(24
)


4.30Forfeited






Nonvested at March 31, 2008


143


$
2.52   3.
    Basic and
    Diluted Net Loss Per Common Share      4.
    Operating
    Segments  Disclosures about Segments of an
    Enterprise and Related Information,
 10




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three-Months EndedMarch 31,


Change2008


2007


$


%Net revenue:Radio

$
33,026



36,832



(3,806
)


(10
)%Television


3,407



2,105



1,302



62
%Consolidated

$
36,433



38,937



(2,504
)


(6
)%Engineering and programming expenses:Radio

$
9,916



8,842



1,074



12
%Television


4,738



3,452



1,286



37
%Consolidated

$
14,654



12,294



2,360



19
%Selling, general and administrative expenses:Radio

$
17,222



14,223



2,999



21
%Television


2,367



1,684



683



41
%Consolidated

$
19,589



15,907



3,682



23
%Corporate expenses:

$
3,593



3,603



(10
)


(0
)%Depreciation and amortization:Radio

$
796



726



70



10
%Television


167



142



25



18
%Corporate


399



269



130



48
%Consolidated

$
1,362



1,137



225



20
%Gain on the diposal of assets, net:Radio

$
(3
)






(3
)


100
%Television














0
%Corporate














0
%Consolidated

$
(3
)






(3
)


100
%Operating (loss) income:Radio

$
5,095



13,041



(7,946
)


(61
)%Television


(3,865
)


(3,173
)


(692
)


22
%Corporate


(3,992
)


(3,872
)


(120
)


3
%Consolidated

$
(2,762
)


5,996



(8,758
)


(146
)%Capital expenditures:Radio

$
1,091



509



582



114
%Television


3,696



1,633



2,063



126
%Corporate


226



247



(21
)


(9
)%Consolidated

$
5,013



2,389



2,624



110
%
   March 31,


December 31,2008


2007Total Assets:Radio

$
845,709



862,048Television


67,803



62,462Corporate


10,875



11,619Consolidated

$
924,387



936,129
  11




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Comprehensive
    Loss    Three-Months EndedMarch 31,2008


2007Net (loss) income

$
(5,918
)


1,014Other comprehensive loss:Unrealized loss on derivative instruments


(9,190
)


(1,886
)Total comprehensive loss

$
(15,108
)


(872
)
   6.
    New
    Accounting Pronouncements  Business
    Combinations Non-controlling Interests in
    Consolidated Financial Statements  an amendment to
    ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities Accounting for Derivative
    Instruments and Hedging Activities
  7.
    Income
    Taxes  Goodwill and Other Intangible Assets
  Accounting for Uncertainty in
    Income Taxes-an interpretation of FASB Statement No. 109 Accounting for Income Taxes
 12




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    Litigation    Wolf, et al., Litigation
  and/or successors-in-interest
  Section 10b-5
   13




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 14




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Fair
    Value of Financial Instruments  Fair Value Measurements
  Fair Value Measurements atMarch 31, 2008Using Significant OtherDescription

Observable Inputs (Level 2)Derivatives  Liabilities

$
12,772   FAS 157-2, Effective Date of FASB Statement No. 157 No. 157-2), No. 157-2
 15




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##### Table of Contents



Item 2.  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  and/or
  Spanish-language English-language Spanish-language
      Spanish-language
  LaMusica.com, Mega.tv LaMusica.com
 16




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##### Table of Contents



Comparison
    Analysis of the Operating Results for the Three-Months Ended
    March 31, 2008 and 2007
    Three-Months EndedMarch 31,


Change2008


2007


$


%Net revenue:Radio

$
33,026



36,832



(3,806
)


(10
)%Television


3,407



2,105



1,302



62
%Consolidated

$
36,433



38,937



(2,504
)


(6
)%Engineering and programming expenses:Radio

$
9,916



8,842



1,074



12
%Television


4,738



3,452



1,286



37
%Consolidated

$
14,654



12,294



2,360



19
%Selling, general and administrative expenses:Radio

$
17,222



14,223



2,999



21
%Television


2,367



1,684



683



41
%Consolidated

$
19,589



15,907



3,682



23
%Corporate expenses:

$
3,593



3,603



(10
)


(0
)%Depreciation and amortization:Radio

$
796



726



70



10
%Television


167



142



25



18
%Corporate


399



269



130



48
%Consolidated

$
1,362



1,137



225



20
%Gain on the diposal of assets, net:Radio

$
(3
)






(3
)


100
%Television














0
%Corporate














0
%Consolidated

$
(3
)






(3
)


100
%Operating (loss) income:Radio

$
5,095



13,041



(7,946
)


(61
)%Television


(3,865
)


(3,173
)


(692
)


22
%Corporate


(3,992
)


(3,872
)


(120
)


3
%Consolidated

$
(2,762
)


5,996



(8,758
)


(146
)%  17




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##### Table of Contents



Three-Months EndedMarch 31,


Change2008


2007


$


%(In thousands)Net revenue

$
36,433



38,937



(2,504
)


(6
)%Engineering and programming expenses


14,654



12,294



2,360



19
%Selling, general and administrative expenses


19,589



15,907



3,682



23
%Corporate expenses


3,593



3,603



(10
)


(0
)%Depreciation and amortization


1,362



1,137



225



20
%Gain on disposal of assets, net


(3
)






(3
)


100
%Operating (loss) income

$
(2,762
)


5,996



(8,758
)


(146
)%Interest expense, net


(5,084
)


(4,689
)


(395
)


8
%Other income, net


1,928



1,960



(32
)


(2
)%Income tax expense






2,253



(2,253
)


(100
)%Net (loss) income

$
(5,918
)


1,014



(6,932
)


(684
)%   Net Revenue.
  Engineering and Programming Expenses.
  Selling, General and Administrative
    Expenses.
  Depreciation and Amortization.
  Operating (Loss) Income.
  Interest Expense, net.
 18




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##### Table of Contents



Income Taxes.
  Net (Loss) Income.
  Liquidity
    and Capital Resources
      
    the demand for advertising within the broadcasting industry and
    economic conditions in general will not deteriorate in any
    material respect;
    we will continue to successfully implement our business
    strategy; and
    we will not incur any material unforeseen liabilities, including
    environmental liabilities and legal judgments.       19




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##### Table of Contents



Three-Months EndedMarch 31,


Change2008


2007


$(In thousands)Capital expenditures:Radio


1,091



509



582Television


3,696



1,633



2,063Corporate


226



247



(21
)Consolidated

$
5,013



2,389



2,624Net cash flows (used in) provided by operating activities

$
(1,599
)


3,736



(5,335
)Net cash flows used in investing activities


(5,013
)


(2,389
)


(2,624
)Net cash flows used in financing activities


(3,336
)


(3,307
)


(29
)Net decrease in cash and cash equivalents

$
(9,948
)


(1,960
)   Capital Expenditures.
  Net Cash Flows (Used In) Provided by Operating
    Activities.
  Net Cash Flows Used in Investing
    Activities.
  Net Cash Flows Used In Financing
    Activities.
  Off-Balance
    Sheet Arrangements
    Impact on
    Inflation
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Evaluation Of Disclosure Controls And
    Procedures. Rule 13a-15(e)
 20




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##### Table of Contents



Changes In Internal Control Over Financial
    Reporting.
  PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.  Risk
    Factors  Form 10-Q, Form 10-K Form 10-K and/or
 21




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##### Table of Contents



Item 6.
    Exhibits  (a)
    Exhibits  Regulation S-K,
  ExhibitNumber



Exhibit Description3
.1



Third Amended and Restated Certificate of Incorporation of
    Spanish Broadcasting System, Inc. (the Company),
    dated September 29, 1999 (incorporated by reference to the
    Companys 1999 Registration Statement on
    Form S-1
    (Commission File
    No. 333-85499)
    (the 1999 Registration Statement)) (Exhibit A
    to this exhibit is incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    dated March 25, 1996 (the 1996 Current Report).3
.2



Certificate of Amendment to the Third Amended and Restated
    Certificate of Incorporation of the Company, dated
    September 29, 1999 (incorporated by reference to
    Exhibit 3.2 of the Companys 1999 Registration
    Statement).3
.3



Amended and Restated By-Laws of the Company (incorporated by
    reference to Exhibit 3.3 of the Companys 1999
    Registration Statement).3
.4



Certificate of Elimination of
    141/4% Senior
    Exchangeable Preferred Stock, Series A of the Company,
    dated October 28, 2003 (incorporated by reference to
    Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q,
    dated November 14, 2003 (the 11/14/03 Quarterly
    Report)).4
.1



Article V of the Third Amended and Restated Certificate of
    Incorporation of the Company, dated September 29, 1999
    (incorporated by reference to Exhibit 3.1 of the
    Companys 1999 Registration Statement).4
.2



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.1 of the Companys 11/14/03 Quarterly
    Report).4
.3



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series B Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.2 of the Companys 11/14/03 Quarterly
    Report).4
.4



Indenture dated June 29, 1994 among the Company, IBJ
    Schroder Bank & Trust Company, as Trustee, the
    Guarantors named therein and the Purchasers named therein
    (incorporated by reference to Exhibit 4.1 of the
    Companys 1994 Registration Statement on
    Form S-4
    (the 1994 Registration Statement).4
.5



First Supplemental Indenture dated as of March 25, 1996 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.6



Second Supplemental Indenture dated as of March 1, 1997 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.7



Supplemental Indenture dated as of October 21, 1999 to the
    Indenture dated as of June 29, 1994 among the Company, the
    Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    Companys 1999 Registration Statement).4
.8



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with The Bank of New York as
    Trustee, dated November 8, 1999 (incorporated by reference
    to the Current Report on
    Form 8-K
    dated November 2, 1999 (the 1999 Current
    Report)).4
.9



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with the Bank of New York as
    Trustee, dated June 8, 2001 (incorporated by reference to
    the Companys Registration Statement on
    Form S-3,
    filed on June 25, 2001 (the 2001
    Form S-3).4
.10



Form of stock certificate for the Class A common stock of
    the Company (incorporated by reference to the Companys
    1999 Registration Statement). 22




---



##### Table of Contents



ExhibitNumber



Exhibit Description4
.11



Certificate of Elimination of
    141/4%
    of Senior Exchangeable Preferred Stock, Series A of the
    Company, dated October 28, 2003 (incorporated by reference
    to Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003).4
.12



Certificate of Designation Setting Forth the Voting Power,
    Preferences and Relative, Participating, Optional and Other
    Special Rights and Qualifications, Limitations and Restrictions
    of the Series C Convertible Preferred Stock of the Company
    (Certificate of Designation of Series C Preferred
    Stock) (incorporated by reference to Exhibit 4.1 of
    the Companys Current Report on
    Form 8-K
    filed on December 27, 2004).4
.13



Certificate of Correction to Certificate of Designation of
    Series C Preferred Stock of the Company dated
    January 7, 2005 (incorporated by reference to
    Exhibit 4.13 of the Companys Annual Report filed on
    Form 10-K
    for the fiscal year 2004).10
.1



Consulting Agreement by and between Jason L. Shrinsky and the
    Company dated January 31, 2008 and effective as of
    January 1, 2008 (incorporated by reference to Exhibit 10.1
    of the Companys Current Report on Form 8-K filed
    February 29, 2008).10
.2



Local Marketing Agreement dated as of January 1, 2008, by
    and between the Company and South Broadcasting System, Inc.
    (incorporated by reference to Exhibit 10.122 of the
    Companys Form 10-K for the fiscal year 2007).14
.1



Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 14.1 of the Companys
    Form 10-K
    for the fiscal year 2003).31
.1



Chief Executive Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Chief Financial Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Chief Executive Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Chief Financial Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  23




---



##### Table of Contents



SIGNATURES
      By:
    /s/  JOSEPH
    A. GARCÍA   Executive Vice President, Chief 
    Financial Officer and Secretary (principal
    financial and accounting officer and duly
    authorized officer of the registrant)
   24




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber



Exhibit Description3
.1



Third Amended and Restated Certificate of Incorporation of
    Spanish Broadcasting System, Inc. (the Company),
    dated September 29, 1999 (incorporated by reference to the
    Companys 1999 Registration Statement on
    Form S-1
    (Commission File
    No. 333-85499)
    (the 1999 Registration Statement)) (Exhibit A
    to this exhibit is incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    dated March 25, 1996 (the 1996 Current Report).3
.2



Certificate of Amendment to the Third Amended and Restated
    Certificate of Incorporation of the Company, dated
    September 29, 1999 (incorporated by reference to
    Exhibit 3.2 of the Companys 1999 Registration
    Statement).3
.3



Amended and Restated By-Laws of the Company (incorporated by
    reference to Exhibit 3.3 of the Companys 1999
    Registration Statement).3
.4



Certificate of Elimination of
    141/4% Senior
    Exchangeable Preferred Stock, Series A of the Company,
    dated October 28, 2003 (incorporated by reference to
    Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q,
    dated November 14, 2003 (the 11/14/03 Quarterly
    Report)).4
.1



Article V of the Third Amended and Restated Certificate of
    Incorporation of the Company, dated September 29, 1999
    (incorporated by reference to Exhibit 3.1 of the
    Companys 1999 Registration Statement).4
.2



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.1 of the Companys 11/14/03 Quarterly
    Report).4
.3



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series B Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.2 of the Companys 11/14/03 Quarterly
    Report).4
.4



Indenture dated June 29, 1994 among the Company, IBJ
    Schroder Bank & Trust Company, as Trustee, the
    Guarantors named therein and the Purchasers named therein
    (incorporated by reference to Exhibit 4.1 of the
    Companys 1994 Registration Statement on
    Form S-4
    (the 1994 Registration Statement).4
.5



First Supplemental Indenture dated as of March 25, 1996 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.6



Second Supplemental Indenture dated as of March 1, 1997 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.7



Supplemental Indenture dated as of October 21, 1999 to the
    Indenture dated as of June 29, 1994 among the Company, the
    Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    Companys 1999 Registration Statement).4
.8



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with The Bank of New York as
    Trustee, dated November 8, 1999 (incorporated by reference
    to the Current Report on
    Form 8-K
    dated November 2, 1999 (the 1999 Current
    Report)).4
.9



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with the Bank of New York as
    Trustee, dated June 8, 2001 (incorporated by reference to
    the Companys Registration Statement on
    Form S-3,
    filed on June 25, 2001 (the 2001
    Form S-3).4
.10



Form of stock certificate for the Class A common stock of
    the Company (incorporated by reference to the Companys
    1999 Registration Statement).4
.11



Certificate of Elimination of
    141/4%
    of Senior Exchangeable Preferred Stock, Series A of the
    Company, dated October 28, 2003 (incorporated by reference
    to Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003).




---



##### Table of Contents



ExhibitNumber



Exhibit Description4
.12



Certificate of Designation Setting Forth the Voting Power,
    Preferences and Relative, Participating, Optional and Other
    Special Rights and Qualifications, Limitations and Restrictions
    of the Series C Convertible Preferred Stock of the Company
    (Certificate of Designation of Series C Preferred
    Stock) (incorporated by reference to Exhibit 4.1 of
    the Companys Current Report on
    Form 8-K
    filed on December 27, 2004).4
.13



Certificate of Correction to Certificate of Designation of
    Series C Preferred Stock of the Company dated
    January 7, 2005 (incorporated by reference to
    Exhibit 4.13 of the Companys Annual Report filed on
    Form 10-K
    for the fiscal year 2004).10
.1



Consulting Agreement by and between Jason L. Shrinsky and the
    Company dated January 31, 2008 and effective as of
    January 1, 2008 (incorporated by reference to Exhibit 10.1
    of the Companys Current Report on Form 8-K filed
    February 29, 2008).10
.2



Local Marketing Agreement dated as of January 1, 2008, by
    and between the Company and South Broadcasting System, Inc.
    (incorporated by reference to Exhibit 10.122 of the
    Companys Form 10-K for the fiscal year 2007).14
.1



Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 14.1 of the Companys
    Form 10-K
    for the fiscal year 2003).31
.1



Chief Executive Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Chief Financial Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Chief Executive Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Chief Financial Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.