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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                AMENDMENT NO. 2


                                       TO

                                  FORM 10-Q/A

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 25, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                         Commission file number 33-82114

                        SPANISH BROADCASTING SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

                       SEE TABLE OF ADDITIONAL REGISTRANTS

                   DELAWARE                                   13-3827791
       (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                   Identification No.)

  3191 Coral Way, Suite 805, Miami, Florida                     33145
   (Address of principal executive offices)                   (Zip Code)

                                 (305) 441-6901
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

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.

                              [X] YES    [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares of Registrant's Common Stock, par value $.0001 per share,
outstanding as of July 27, 2000: 32,399,760 shares of Class A Common Stock and
27,816,900 shares of Class B Common Stock.

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                         TABLE OF ADDITIONAL REGISTRANTS


<TABLE>
<CAPTION>
                                                                                        PRIMARY
                                                                                       STANDARD
                                                                STATE OR OTHER        INDUSTRIAL       I.R.S. EMPLOYER
                                                                JURISDICTION OF     CLASSIFICATION     IDENTIFICATION
           NAME                                                  INCORPORATION          NUMBER             NUMBER
           ----                                              -------------------  ------------------ ------------
          <S>                                                    <C>                     <C>            <C>
           Spanish Broadcasting System, Inc.                     New Jersey              4832           13-3181941
           Spanish Broadcasting System of California, Inc.       California              4832           92-3952357
           Spanish Broadcasting System of Florida, Inc.            Florida               4832           58-1700848
           Spanish Broadcasting System Network, Inc.              New York               4899           13-3511101
           SBS Promotions, Inc.                                   New York               7999           13-3456128
           Alarcon Holdings, Inc.                                 New York               6512           13-3475833
           SBS of Greater New York, Inc.                          New York               4832           13-3888732
           Spanish Broadcasting System of Illinois, Inc.          Delaware               4832           36-4174296
           Spanish Broadcasting System of Greater Miami,          Delaware               4832           65-0774450
           Inc.
           Spanish Broadcasting System of San Antonio, Inc.       Delaware               4832           65-0820776
           Spanish Broadcasting System of Puerto Rico, Inc.       Delaware               4832           52-2139546
           Spanish Broadcasting System of Puerto Rico, Inc.      Puerto Rico             4832           66-0564244
           SBS Funding, Inc.                                      Delaware               4832           52-6999475
</TABLE>


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         The registrant, Spanish Broadcasting System, Inc., together with its
subsidiaries listed herein under the Table of Additional Registrants, hereby
amends its Quarterly Report on Form 10-Q for the quarterly period ended June 25,
2000, filed with the Securities and Exchange Commission on August 9, 2000, by
making the following changes:

         1.  Spanish Broadcasting System Finance Corporation is hereby deleted
             from the Table of Additional Registrants.

         2.  Item 1:  The first sentence of paragraph 5 of Note 3 to the
             Condensed Consolidated Financial Statements, June 27, 1999 and
             June 25, 2000 (Unaudited) is hereby amended to read as follows:

             "The Company, the subsidiaries listed as additional registrants
             and Spanish Broadcasting System Finance Corporation have guaranteed
             the Senior Notes on a full, unconditional, and joint and several
             basis."



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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              Spanish  Broadcasting  System,  Inc.,  a Delaware
                              Corporation

                              Spanish  Broadcasting  System, Inc., a New Jersey
                              Corporation

                              Spanish Broadcasting System of California, Inc.

                              Spanish Broadcasting System of Florida, Inc.

                              Spanish Broadcasting System Network, Inc.

                              SBS Promotions, Inc.

                              Alarcon Holdings, Inc.

                              SBS of Greater New York, Inc.

                              Spanish Broadcasting System of Illinois, Inc.

                              Spanish Broadcasting System of Greater Miami,
                              Inc.

                              Spanish Broadcasting System of San Antonio, Inc.

                              Spanish Broadcasting System of Puerto Rico,
                              Inc., a Delaware Corporation

                              Spanish Broadcasting System of Puerto Rico,
                              Inc., a Puerto Rico Corporation

                              SBS Funding, Inc.





                              By: /s/ JOSEPH A. GARCIA
                                  --------------------------------------
                                  Joseph A. Garcia Executive Vice President,
Date: August 31, 2000             Chief Financial Officer and Secretary
                                  (principal financial and accounting officer)



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