##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2007oro

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)
  (Former name, former address and
    former fiscal year,
 if changed since last
    report)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
  APPLICABLE
    ONLY TO CORPORATE ISSUERS:




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##### 



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


Financial
    Statements  Unaudited


3Unaudited Condensed
    Consolidated Balance Sheets as of March 31, 2007 and
    December 31, 2006


3Unaudited Condensed
    Consolidated Statements of Operations for the Three-Months Ended
    March 31, 2007 and 2006


4Unaudited Condensed
    Consolidated Statements of Changes in Stockholders Equity
    and Comprehensive Income (Loss) for the Three-Months Ended
    March 31, 2007


5Unaudited Condensed
    Consolidated Statements of Cash Flows for the Three-Months Ended
    March 31, 2007 and 2006


6Notes to Unaudited
    Condensed Consolidated Financial Statements


7ITEM 2.


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


14ITEM 3.


Quantitative and
    Qualitative Disclosures About Market Risk


19ITEM 4.


Controls and
    Procedures


19PART II.
    OTHER INFORMATIONITEM 1A.


Risk Factors


20ITEM 6.


Exhibits


20Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CFOEx-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 31,2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
64,855



66,815Receivables, net of allowance for
    doubtful accounts of $4,473 in 2007 and $4,383 in 2006


29,158



32,142Prepaid expenses and other current
    assets


3,310



3,460Total current assets


97,323



102,417Property and equipment, net of
    accumulated depreciation of $34,871 in 2007 and $33,751 in 2006


38,027



28,022FCC licenses


749,864



749,864Goodwill


32,806



32,806Other intangible assets, net of
    accumulated amortization of $115 in 2007 and $106 in 2006


1,319



1,328Deferred financing costs, net of
    accumulated amortization of $2,028 in 2007 and $1,749 in 2006


5,635



5,914Other assets


1,154



1,634Derivative instruments


5,869



7,755Total assets

$
931,997



929,740LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$
16,327



18,622Accrued interest


300



394Deferred commitment fee


356



375Unearned revenue


2,366



3,882Other liabilities


22



22Current portion of the senior
    credit facilities term loan due 2012


3,250



3,250Current portion of other long-term
    debt


416



79Series B cumulative
    exchangeable redeemable preferred stock dividends payable


2,014



2,014Total current liabilities


25,051



28,638Unearned revenue, less current
    portion


1,633



2,064Other long-term liabilities, less
    current portion


160



166Senior credit facilities term loan
    due 2012, less current portion


315,250



316,063Other long-term debt, less current
    portion


7,827



413Non-interest bearing promissory
    note payable due 2009, net of unamortized discount of $2,396 in
    2007 and $2,713 in 2006


16,104



15,787Deferred income taxes


155,893



153,683Total liabilities


521,918



516,814Cumulative 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, 2007 and December 31, 2006,
    respectively


89,932



89,932Stockholders equity:Series C convertible preferred
    stock, $0.002 par value and liquidation value. Authorized
    600,000 shares; 380,000 shares issued and outstanding
    at March 31, 2007 and December 31, 2006, respectively


1



1Class A common stock, $0.0001
    par value. Authorized 100,000,000 shares;
    40,277,805 shares issued and outstanding at March 31,
    2007 and December 31, 2006, respectively


4



4Class B common stock, $0.0001
    par value. Authorized 50,000,000 shares;
    24,503,500 shares issued and outstanding at March 31,
    2007 and December 31, 2006, respectively


2



2Additional paid-in capital


522,842



522,400Accumulated other comprehensive
    income


5,869



7,755Accumulated deficit


(208,571
)


(207,168
)Total stockholders equity


320,147



322,994Total liabilities and
    stockholders equity

$
931,997



929,740    3




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statements of Operations  Three-Months EndedMarch 31,2007


2006(In thousands, except per share data)Net revenue

$
38,937



37,775Operating expenses:Engineering and programming


12,294



11,819Selling, general and administrative


15,907



16,699Corporate expenses


3,603



3,528Depreciation and amortization


1,137



927Total operating expenses


32,941



32,973Gain on the sale of assets, net of
    disposal costs






(50,801
)Operating income


5,996



55,603Other (expense) income:Interest expense, net


(4,689
)


(5,419
)Loss on early extinguishment of
    debt






(2,997
)Other, net


1,960



(26
)Income before income taxes


3,267



47,161Income tax expense (benefit)


2,253



(6,380
)Net income


1,014



53,541Dividends on Series B
    preferred stock


(2,417
)


(2,417
)Net (loss) income applicable to
    common stockholders

$
(1,403
)


51,124Basic and diluted net (loss)
    income per common share

$
(0.02
)


0.71Weighted average common shares
    outstanding:Basic


72,381



72,381Diluted


72,381



72,393    4




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statements of Changes in
    Stockholders Equity
    and Comprehensive Income (Loss) for the Three-Months Ended
    March 31, 2007  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


income


deficit


equity(In thousands, except share data)Balance at December 31, 2006


380,000


$
1



40,277,805


$
4



24,503,500


$
2



522,400



7,755



(207,168
)


322,994Stock-based compensation


























442











442Series B preferred stock
    dividends


































(2,417
)


(2,417
)Comprehensive loss:Net income


































1,014



1,014Unrealized loss on derivative
    instrument






























(1,886
)






(1,886
)Comprehensive loss






































(872
)Balance at March 31, 2007


380,000


$
1



40,277,805


$
4



24,503,500


$
2



522,842



5,869



(208,571
)


320,147    5




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
 Unaudited
    Condensed Consolidated Statements of Cash Flows  Three-Months EndedMarch 31,2007


2006(In thousands)Cash flows from operating
    activities:Net income

$
1,014



53,541Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Gain on the sale of assets






(50,801
)Loss on early extinguishment of debt






2,997Stock-based compensation


442



567Depreciation and amortization


1,137



927Net barter (income) expense


(196
)


24Provision for doubtful trade
    accounts receivables


436



488Amortization of deferred financing
    costs


279



304Amortization of discount on the
    non-interest bearing promissory note payable


317



98Increase (decrease) in deferred
    income taxes


2,210



(6,215
)Decrease in unearned revenue


(1,937
)


(13
)Accretion of the time-value of
    money component related to unearned revenue


69



24Amortization of deferred commitment
    fee


(19
)


(19
)Amortization of other liabilities


(6
)


Changes in operating assets and
    liabilities:Decrease in trade receivables


2,665



5,755Decrease (increase) in other
    current assets


108



(684
)Increase in other assets


(555
)


(56
)Decrease in accounts payable and
    accrued expenses


(2,134
)


(3,992
)Decrease in accrued interest


(94
)


(1,373
)Net cash provided by operating
    activities


3,736



1,572Cash flows from investing
    activities:Proceeds from sale of radio
    stations, net of disposal costs






64,759Purchases of property and equipment


(782
)


(2,168
)Acquisition of a building and its
    related building improvements


(1,607
)


Acquisition of television stations
    and related equipment






(18,496
)Net cash (used in) provided by
    investing activities


(2,389
)


44,095Cash flows from financing
    activities:Payment of senior credit facility
    term loan 2012


(813
)


(813
)Payment of senior credit facility
    term loan due 2013 (including prepayment premium of
    $1.0 million)






(101,000
)Payment of Series B preferred
    stock dividends


(2,417
)


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


(77
)


(157
)Net cash used in financing
    activities


(3,307
)


(104,387
)Net decrease in cash and cash
    equivalents


(1,960
)


(58,720
)Cash and cash equivalents at
    beginning of period


66,815



125,156Cash and cash equivalents at end of
    period

$
64,855



66,436Supplemental cash flows information:Interest paid

$
4,958



7,426Income taxes paid, net






389Noncash investing and financing
    activities:Ten-year promissory note issued for
    the acquisition of a building

$
7,650



Unrealized loss on derivative
    instrument


(1,886
)


4,533Unearned revenue (advertising given
    as consideration for acquisition of television stations)






5,338Non-interest bearing promissory
    note payable issued for the acquisition of television stations
    and related equipment






14,778    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.  Acquisition
    of a Facility and Related Financing
         7




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.  Stockholders
    Equity
  (a) Series C
    Convertible Preferred Stock
          (b) Class A
    and B Common Stock
  share-for-share 3 4
 8




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c) Warrant
    (d) Share-based
    Compensation Plans
  2006
    Omnibus Equity Compensation Plan
    1999
    Stock Option Plans
    (e) Stock-Based
    Compensation Expense
    Three-Months EndedMarch 31,2007


2006Engineering and programming
    expenses

$
188



180Selling, general and
    administrative expenses


36



87Corporate expenses


218



300Total stock-based compensation
    expense

$
442



567     Stock
    Options
   9




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##### Table of Contents



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





AverageAverage


Aggregate


RemainingExercise


Intrinsic


ContractualShares


Price


Value


Life (Years)Outstanding at December 31,
    2006


3,029


$
11.33Granted






Exercised






Forfeited


(46
)


11.78Outstanding at March 31, 2007


2,983


$
11.32


$




5.5Exercisable at March 31, 2007


2,556


$
11.69


$




5.2     WeightedAverageWeighted


Remaining





WeightedAverage


Contractual





AverageUnvested


Exercise


Life


Number


ExerciseRange of Exercise Prices

Vested Options


Options


Price


(Years)


Exercisable


Price$ 0  4.99


200






$
4.80



6.6



200


$
4.805  9.99


1,454



373



8.71



6.3



1,454



8.6810  14.99


192



54



10.93



6.1



192



11.0115  19.99






















20  24.99


710







20.00



2.6



710



20.002,556



427


$
11.32



5.4



2,556


$
11.69   Nonvested
    Shares
   10




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverage Grant-Date Fair ValueShares


(per Share)Nonvested at December 31, 2006






Awarded


72


$
4.30Vested






Forfeited






Nonvested at March 31, 2007


72


$
4.30   4.  Operating
    Segments
  Disclosures about Segments of an Enterprise and Related
    Information
  Three-Months EndedMarch 31,


Change2007


2006


$


%(In thousands)Net revenue:Radio

$
36,832



37,344



(512
)


-1
%Television


2,105



431



1,674



388
%Consolidated

$
38,937



37,775



1,162



3
%Engineering and programming
    expenses:Radio

$
8,842



8,436



406



5
%Television


3,452



3,383



69



2
%Consolidated

$
12,294



11,819



475



4
%Selling, general and
    administrative expenses:Radio

$
14,223



14,552



(329
)


-2
%Television


1,684



2,147



(463
)


-22
%Consolidated

$
15,907



16,699



(792
)


-5
%Operating income (loss) before
    depreciation and amortization and gain on sales of assets,
    net:Radio

$
13,767



14,356



(589
)


-4
%Television


(3,031
)


(5,099
)


2,068



-41
%Corporate


(3,603
)


(3,528
)


(75
)


2
%Consolidated

$
7,133



5,729



1,404



25
% 11




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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,


Change2007


2006


$


%(In thousands)Depreciation and
    amortization:Radio

$
726



618



108



17
%Television


142



57



85



149
%Corporate


269



252



17



7
%Consolidated

$
1,137



927



210



23
%Gain on sale of assets,
    net:Radio

$




(50,801
)


50,801



-100
%Television














N/ACorporate














N/AConsolidated

$




(50,801
)


50,801



-100
%Operating income
    (loss):Radio

$
13,041



64,539



(51,498
)


-80
%Television


(3,173
)


(5,156
)


1,983



-38
%Corporate


(3,872
)


(3,780
)


(92
)


2
%Consolidated

$
5,996



55,603



(49,607
)


-89
%Capital expenditures:Radio

$
509



529



(20
)


-4
%Television


1,633



1,518



115



8
%Corporate


247



121



126



104
%Consolidated

$
2,389



2,168



221



10
%   March 31,


December 31,2007


2006Total Assets:Radio

$
873,426



880,364Television


58,571



49,376Consolidated

$
931,997



929,740  12




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.  Comprehensive
    (Loss) Income
    Three-Months EndedMarch 31,2007


2006Net income

$
1,014



53,541Other comprehensive
    (loss) income:Unrealized (loss) gain on
    derivative instruments


(1,886
)


4,533Total comprehensive (loss) income

$
(872
)


58,074   6.  New
    Accounting Pronouncements
  Fair Value
    Measurements
  The Fair Value Option for Financial Assets and
    Liabilities  Including an Amendment of FASB Statement
    No. 115
  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,
     13




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##### Table of Contents



Item 2.  Managements Discussion and Analysis of Financial Condition
    and Results of Operations  Overview
  LaMusica.com, Mega.tv,
  WSBS-TV WDLP-TV) Spanish-language Spanish-language
  Spanish-language English-language Spanish-language
   14




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##### Table of Contents



Comparison
    Analysis of the Operating Results for the Three-Months Ended
    March 31, 2007 and 2006
    Three-Months EndedMarch 31,


Change2007


2006


$


%(In thousands)Net revenue:Radio

$
36,832



37,344



(512
)


-1
%Television


2,105



431



1,674



388
%Consolidated

$
38,937



37,775



1,162



3
%Engineering and programming
    expenses:Radio

$
8,842



8,436



406



5
%Television


3,452



3,383



69



2
%Consolidated

$
12,294



11,819



475



4
%Selling, general and
    administrative expenses:Radio

$
14,223



14,552



(329
)


-2
%Television


1,684



2,147



(463
)


-22
%Consolidated

$
15,907



16,699



(792
)


-5
%Operating income (loss) before
    depreciation and amortization and gain on sales of assets,
    net:Radio

$
13,767



14,356



(589
)


-4
%Television


(3,031
)


(5,099
)


2,068



-41
%Corporate


(3,603
)


(3,528
)


(75
)


2
%Consolidated

$
7,133



5,729



1,404



25
%Depreciation and
    amortization:Radio

$
726



618



108



17
%Television


142



57



85



149
%Corporate


269



252



17



7
%Consolidated

$
1,137



927



210



23
%Gain on sale of assets,
    net:Radio

$




(50,801
)


50,801



-100
%Television














N/ACorporate














N/AConsolidated

$




(50,801
)


50,801



-100
%Operating income
    (loss):Radio

$
13,041



64,539



(51,498
)


-80
%Television


(3,173
)


(5,156
)


1,983



-38
%Corporate


(3,872
)


(3,780
)


(92
)


2
%Consolidated

$
5,996



55,603



(49,607
)


-89
%  15




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##### Table of Contents



Three Months EndedMarch 31,


Change2007


2006


$


%(In thousands)Net revenue

$
38,937



37,775



1,162



3
%Engineering and programming
    expenses


12,294



11,819



475



4
%Selling, general and
    administrative expenses


15,907



16,699



(792
)


-5
%Corporate expenses


3,603



3,528



75



2
%Depreciation and amortization


1,137



927



210



23
%Gain on sale of assets, net of
    disposal costs






(50,801
)


50,801



100
%Operating income

$
5,996



55,603



(49,607
)


-89
%Interest expense, net


(4,689
)


(5,419
)


730



-13
%Loss on early extinguishment of
    debt






(2,997
)


2,997



100
%Other income (expense), net


1,960



(26
)


1,986



-7638
%Income tax expense (benefit)


2,253



(6,380
)


8,633



-135
%Net income

$
1,014



53,541



(52,527
)


-98
%   Net Revenue.
  Engineering and Programming Expenses.
  Selling, General and Administrative
    Expenses.
  Gain on Sale of Assets, net. KZAB-FM KZBA-FM,
  Operating Income.
 16




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##### Table of Contents



Interest Expense, net.
  Loss on Early Extinguishment of Debt.
  Other Income (Expense).
  Income Taxes. KZAB-FM KZBA-FM.
  Net 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.          17




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##### Table of Contents



Three Months EndedMarch 31,


Change2007


2006


$(In thousands)Capital expenditures:Radio

$
509



529



(20
)Television


1,633



1,518



115Corporate


247



121



126Consolidated

$
2,389



2,168



221Net cash flows provided by
    operating activities

$
3,736



1,572



2,164Net cash flows (used in) provided
    by investing activities


(2,389
)


44,095



(46,484
)Net cash flows used in financing
    activities


(3,307
)


(104,387
)


101,080Net decrease in cash and cash
    equivalents

$
(1,960
)


(58,720
)   Net Cash Flows Provided by Operating
    Activities.
  Net Cash Flows (Used in) Provided by Investing Activities. KZAB-FM KZBA-FM,
  Net Cash Flows Used In Financing
    Activities.
  Recent
    Developments
  Acquisition
    of a Facility and Related Financing
     18




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##### Table of Contents



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)
  Changes In Internal Control Over Financial
    Reporting.
 19




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##### Table of Contents



PART II 
    OTHER INFORMATION Item 1A.  Risk
    Factors  Form 10-Q, Form 10-K Form 10-K
  Item 6.
    Exhibits  (a) Exhibits
    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). 20




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##### Table of Contents



ExhibitNumber



Exhibit Description4
.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 2, 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).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).14
.1



Code of Business Conduct and
    Ethics (incorporated by reference to Exhibit 14.1 of the
    Companys 2004
    Form 10-K).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.  21




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##### 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)
  Date:
    May 10, 2007
 22




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##### 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 2, 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).




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##### 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).14
.1



Code of Business Conduct and
    Ethics (incorporated by reference to Exhibit 14.1 of the
    Companys 2004
    Form 10-K).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.