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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                  FORM 10-K/A

(MARK ONE)

[X] AMENDMENT NO. 2 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 26, 1999

                        COMMISSION FILE NUMBER 000-27823

                                       OR

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

                  FOR THE TRANSITION PERIOD FROM __________ TO __________

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

                      SEE TABLE OF ADDITIONAL REGISTRANTS

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

                                 3191 CORAL WAY
                              MIAMI, FLORIDA 33145
             (Address of principal executive offices and zip code)

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

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:
                CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE
                                (Title of Class)

     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. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of December 20, 1999, the aggregate market value of the Class A Common
Stock held by non-affiliates of the Company was approximately $862.8 million.
The aggregate market value of the Class B Common Stock held by non-affiliates of
the Company was approximately $226.5 million. (We have assumed that our shares
of Class B Common Stock would trade at the same price per share as our shares of
Class A Common Stock.) (For purposes of this paragraph, directors, executive
officers and 10% or greater shareholders have been deemed affiliates.)

     As of December 20, 1999, 25,723,210 shares of Class A Common Stock, par
value $.0001 per share and 34,493,450 shares of Class B Common Stock, par value
$.0001 per share were outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE
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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 of California, Inc.....    California            4832            92-3952357
Spanish Broadcasting System Network, Inc...........     New York             4899            13-3511101
SBS Promotions, Inc................................     New York             7999            13-3456128
SBS Funding, Inc...................................     Delaware             4832            52-6999475
Alarcon Holdings, Inc..............................     New York             6512            13-3475833
SBS of Greater New York, Inc.......................     New York             4832            13-3888732
Spanish Broadcasting System of Florida, Inc........     Florida              4832            58-1700848
Spanish Broadcasting System of Greater Miami,
  Inc..............................................     Delaware             4832            65-0774450
Spanish Broadcasting System of Puerto Rico, Inc....     Delaware             4832            52-2139546
Spanish Broadcasting System, Inc...................    New Jersey            4832            13-3181941
Spanish Broadcasting System of Illinois, Inc.......     Delaware             4832            36-4174296
Spanish Broadcasting System of San Antonio, Inc....     Delaware             4832            65-0820776
Spanish Broadcasting System of Puerto Rico, Inc....   Puerto Rico            4832            66-0564244
</TABLE>

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     The registrant, Spanish Broadcasting System, Inc., together with its
subsidiaries listed herein under the Table of Additional Registrants
(collectively, "SBS" or the "Company"), hereby amends its Annual Report on Form
10-K (the "10-K") for the year ended September 26, 1999, filed with the
Securities and Exchange Commission on December 27, 1999, by making the following
changes:

1. ITEM 6:  In the financials:

a. the "Other Financial Data" is hereby revised to be placed below the "Balance
Sheet Data" and supplemented by adding three additional line items at the bottom
of the table so that the table shall read in its entirety as follows:

<TABLE>
<CAPTION>
                                                                                      AS OF
                                                      ---------------------------------------------------------------------
                                                        9/24/95       9/29/96        9/28/97        9/27/98       9/26/99
                                                      -----------   -----------   -------------   -----------   -----------
<S>                                                   <C>           <C>           <C>             <C>           <C>
BALANCE SHEET DATA:
Cash and cash equivalents...........................  $    17,817   $     5,468   $      12,288   $    37,642   $    16,975
Total assets........................................      103,629       176,860         334,367       351,034       365,681
Total debt (including current portion)..............       95,523       135,914         183,013       171,126       172,486
Preferred stock.....................................           --        35,939         171,262       201,368       235,918
Total stockholders' deficiency......................       (1,150)       (3,569)        (32,047)      (46,193)      (75,122)

OTHER FINANCIAL DATA:
Broadcast cash flow(5)..............................  $    24,326   $    20,759   $      28,969   $    36,623   $    52,731
Broadcast cash flow margin..........................         51.4%         42.7%           48.3%         48.1%         54.2%
EBITDA(6)...........................................       20,045        17,011          23,374        29,730        42,095
After-tax cash flow(7)..............................        5,379            70           3,097         7,530        15,723
Capital expenditures................................        4,888         3,811           2,022         1,645         2,100
Net cash provided by operating activities...........       14,438         8,813           6,386        10,923        20,782
Net cash provided by (used in) investing
  activities........................................       (4,988)      (90,195)       (144,358)       32,190       (38,384)
Net cash provided by (used in) financing
  activities........................................       (3,769)       69,034         144,792       (17,758)       (3,065)
</TABLE>

b. Footnote 5 to the Selected Historical Consolidated Financial Information is
hereby revised to add three additional sentences at the end to read as follows:

     Broadcast cash flow may not be comparable to a similarly entitled item
reported by other entities that do not define the term exactly as the Company
defines it. The Company believes that broadcast cash flow is a useful indicator
to investors of the cash flow generated by the operations of the Company's
stations and permits investors to compare the Company's performance with respect
to station operations with those of other radio broadcast companies. The Company
believes that broadcast cash flow is particularly useful in analyzing
acquisition opportunities.

d. Footnote 6 to the Selected Historical Consolidated Financial Information is
hereby revised to delete the second sentence thereof and add three sentences at
the end so that the revised footnote in its entirety reads as follows:

     The term "EBITDA" means earnings before extraordinary items, gain on sale
of AM stations, net interest expense, income taxes, depreciation, amortization
and other income or expense. Although EBITDA is not a measure of performance
calculated in accordance with generally accepted accounting principles, EBITDA
is widely used in the broadcasting industry as a measure of a broadcasting
company's operating performance. EBITDA may not be comparable to a similarly
entitled item reported by other entities that do not define the term exactly as
the Company defines it. The Company believes that EBITDA is a useful indicator
to investors of the Company's capacity to incur and service debt. Many debt
instruments, including the indenture governing the Company's 9 5/8% Senior
Subordinated Notes, contain covenants which use formulas based on EBITDA
calculations.

2. INDEPENDENT AUDITOR'S REPORT:  The Independent Auditor's Report is hereby
revised to add "Miami Florida," the city and state where the report was issued
and "/s/ KPMG LLP", the signature of the independent auditors.

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3. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:  The unaudited pro forma summary
at the end of Footnote 3 to the Consolidated Financial Statements is hereby
revised to add the line item "Net loss per share (0.17)" after the line item
"Net loss" to the unaudited pro forma summaries to read as follows:

<TABLE>
<CAPTION>
                                                                YEAR ENDED SEPTEMBER 28, 1997
                                                                -----------------------------
                                                                         (UNAUDITED)
<S>                                                             <C>
Net revenues................................................             $66,762,000
Loss before extraordinary item..............................              (3,498,000)
Net loss....................................................              (5,145,000)
Net loss per share..........................................                   (0.17)
</TABLE>

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 2 to its Annual Report on Form
10-K to be signed on its behalf and on behalf of the additional registrants by
the undersigned, thereunto duly authorized, on the 4th day of May, 2000.

                                          Spanish Broadcasting System, Inc.
                                          and each of the additional registrants
                                          listed on the Table of Additional
                                          Registrants

                                          By:     /s/ JOSEPH A. GARCIA
                                            ------------------------------------
                                          Name: Joseph A. Garcia
                                          Title: Executive Vice President and
                                          Chief Financial Officer

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