EXHIBIT 10.40

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Fonovisa L.L.C., a Nevada limited liability company
("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase shares of Seller's Series B Convertible Redeemable Preferred Stock
(collectively, the "Preferred Shares");

WHEREAS, Seller is willing to sell such Preferred Shares to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1.Purchase and Sale of Stock.Seller hereby agrees to sell to
Buyer and Buyer hereby agrees to purchase from Seller, 375,000 Preferred Shares for an aggregate purchase price of U.S.$375,000,000 (the "Share Purchase Price"). Buyer shall pay the Share Purchase
Price to Seller as promptly as practical but in no event later than December 26, 2001 by wire transfer to the account of Seller shown on Exhibit A. Upon receipt of the Share Purchase
Price, Seller shall deliver to Buyer a certificate, registered in Buyer's name, representing the Preferred Shares. A form of share certificate for the Preferred Shares is attached hereto as
Exhibit B and the Certificate of Designation regarding the Preferred Shares is attached hereto as Exhibit C (the "Certificate of Designation").

2.Representations and Warranties of Seller.Seller represents
and warrants to Buyer as follows:



1

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2

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3.Representations and Warranties of Buyer.Buyer represents and
warrants to Seller as follows:



4.Continuing Covenants.



3

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5.General.



4

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5

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|If to Buyer:                                                                                                                                                                              |  | If to Seller:                                                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fonovisa L.L.C.
c/o Joseph Stern, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Telecopier: (212) 859-8589                                    |  | Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attention: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568
|With a copy to:
Grupo Televisa, S.A.
Av. Vasco de Quiroga No. 2000
Edificio A, Piso 4, Colonia Santa Fe
01210, Mexico, DF
Attention: Alfonso de Angoitia
Telecopier: 011-52-55-5-261-2451 |  | With a copy to:
O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
Attention: Kendall R. Bishop, Esq.
Telecopier No.: (310) 246-6779 

or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated,
personally delivered or mailed.



IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

| |  | BUYER:
FONOVISA L.L.C.               
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  |                                      
| |  |                                      
| |  | SELLER:
UNIVISION COMMUNICATIONS INC.
| |  | By:                                  
| |  |                                      
| |  |                                      
| |  |                                      
| |  |                                      

6

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EXHIBIT A
UNIVISION COMMUNICATIONS INC.
Wire Instructions (UTG)

|Bank Name:      |  | Fleet Boston
P.O. Box 2016
100 Federal Street
Boston, MA 02106
Contact: Andrea Frost
(617) 533-5759                      
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                          
|Account Name:   |  | Unvision Television Group Inc.
Glenpointe Centre West
500 Frank W. Burr Blvd., 6th Floor
Teaneck, NJ 07666
(212) 287-4200
|                |  |                                                                                                                          
|Bank Account #: |  | 501-33558                                                                                                                
|                |  |                                                                                                                          
|ABA #:          |  | 011000390                                                                                                                

A-1

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EXHIBIT B
PREFERRED SHARES

B-1

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EXHIBIT C
CERTIFICATE OF DESIGNATION
of
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
of
UNIVISION COMMUNICATIONS INC.,
a Delaware Corporation
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

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1.They are the duly elected and acting President and Secretary, respectively, of Univision Communications Inc., a
corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation").

2.Pursuant to authority given by the Corporation's Certificate of Incorporation, the Board of Directors of the Corporation
has duly adopted the following recitals and resolutions:



C-1

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C-2

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C-3

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3.The authorized number of shares of Preferred Stock of the Corporation is 10,000,000 shares, and the number of shares
constituting Convertible Redeemable Preferred Stock is 375,000 (including the Series B Convertible Preferred Stock).

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Designation as of December    , 2001.

| |  |                      
| |  | ---------------------
| |  | __________, President
| |  |                      
| |  |                      
| |  | __________, Secretary
| |  |                      

C-4

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VERIFICATION

The undersigned,                        , the President and
Secretary, respectively, of Univision Communications Inc., a Delaware corporation, each declares under
penalty of perjury that the matters set out in the foregoing Certificate of Designation are true of their own knowledge.

Executed
at Los Angeles, California, on December    , 2001.

| |  |                      
| |  | ---------------------
| |  | __________, President
| |  |                      
| |  |                      
| |  | __________, Secretary
| |  |                      

C-5

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