As filed with the U.S. Securities and Exchange Commission on March 10, 2006

Registration No. 333-   
        
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by Global Depositary Receipts
___________________
GRUPO TELEVISA, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Not applicable
(Translation of issuer's name into English)
United Mexican States
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Kenneth I. Rosh, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
It is proposed that this filing become effective under Rule 466
□ immediately upon filing         xon March 21, 2006 at 4:30 pm (EST)
If a separate registration statement has been filed to register the deposited shares, check the following box. □
CALCULATION OF REGISTRATION FEE
 
 
 
 
Title of Each Class of
Securities to be Registered
 
 
 
Amount
to be Registered
 
Proposed Maximum
Offering
Price Per Unit (1)
 
Proposed Maximum
Aggregate Offering
Price (2)
 
 
 
Amount of
Registration Fee
 
Global Depositary Shares evidenced by Global Depositary Receipts, each Global Depositary Share representing five Certificados de Participacion Ordinarios ("CPOs"), which each represents financial interests in, and limited voting rights with respect to, 25 Series A Shares, 22 Series B Shares, 35 Series D Shares, and 35 Series L Shares of Grupo Televisa, S.A.
 
 
 
 
300,000,000
 
 
 
 
$0.05
 
 
 
 
$15,000,000
 
 
 
 
$1605
 
CPOs which each represent financial interests in, and limited voting rights with respect to, 25 Series A Shares, 22 Series B Shares, 35 Series D Shares, and 35 Series L Shares of Grupo Televisa, S.A.
 
 
 
 
300,000,000
 
 
 
 
0
 
 
 
 
0
 
 
 
 
0(3)
(1) Each unit represents one Global Depositary Share.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such Global Depositary Shares.
(3) Pursuant to Rule 457(k), the fee is computed on the basis that no fees or charges are to be imposed in connection with the issuance of CPOs.

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-99195.



PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of Global Depositary Receipt ("GDR" or "Global Depositary Receipt") included as Exhibit A to the Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption                                       
Location in Form of Global Depositary
Receipt Filed Herewith as Prospectus   
     
(1)       Name and address of Depositary
  
Introductory paragraph and Face of Global Depositary Receipt, under signature line
(2)       Title of Global Depositary Receipts and identity of deposited securities
  
Face of Global Depositary Receipt, top center
Terms of Deposit:
    
(a) Amount of deposited securities represented by one unit of Global Depositary Shares
  
Face of Global Depositary Receipt, top center
(b) Procedure for voting, if any, the deposited securities
  
Paragraph (16)
(c) Collection and distribution of dividends
  
Paragraphs (4), (5), (8), and (14)
(d) Transmission of notices, reports and proxy soliciting material
  
Paragraphs (15), (16) and (18)
(e) Sale or exercise of rights
  
Paragraphs (4), (5), (8) and (14)
(f) Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (8), (14) and (17)
(g) Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (23) and (24)
(h) Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (18)
(i) Restrictions upon the right to transfer or withdraw the underlying securities
  
Paragraphs (1), (2), (4) and (5)
(j) Limitation upon the liability of the Depositary
  
Paragraphs (20) and (21)
(3) Fees and Charges
  
Paragraph (8)

Item 2. AVAILABLE INFORMATION

      Location in Form of Global Depositary
Item Number and Caption                                      Receipt Filed Herewith as Prospectus   
       
(b) 
Statement that Grupo Televisa, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission
  
Paragraph (13)


2

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
 
 
 
(a)(1)
Form of Deposit Agreement. Form of Deposit Agreement among Grupo Televisa, S.A., JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of Global Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed as exhibit (a) to Registration Statement No. 333-99195 and incorporated herein by reference.

 
(a)(2)
 Form of Amendment No. 1 to Deposit Agreement including the Form of Global Depositary Receipt, is filed herewith as Exhibit (a)(2).

 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the Global Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).

 
(f)
Power of Attorney. Included as part of the signature pages hereto.

Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Global Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Global Depositary Receipt thirty days before any change in the fee schedule.


3

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 10, 2006.
 
  Legal entity created by the form of Deposit Agreement for the issuance of GDRs evidencing Global Depositary Shares
     
     
  By:  JPMORGAN CHASE BANK, N.A., as Depositary
 
 		  
 		  
 
  By:   /s/ Joseph M. Leinhauser
 
Name: Joseph M. Leinhauser
  Title: Vice President

 
4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grupo Televisa, S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mexico City, Mexico on March 10, 2006.

     
  GRUPO TELEVISA, S.A.
 
 		  
 		  
 
  By:   /s/ Joaquín Balcárcel Santa Cruz
 
Name: Joaquín Balcárcel Santa Cruz
  Title: General Counsel
     
 
 		  
 		  
 
  By:   /s/ Salvi Folch Viadero
 
Name: Salvi Folch Viadero
  Title: Chief Financial Officer
 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alfonso de Angoitia Noriega, Rafael Carabias Príncipe, Jorge Lutteroth Echegoyen and Joaquín Balcárcel Santa Cruz and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form F-6 and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date first above indicated:
 
 
Name
    
Title
       
       
/s/ Emilio Azcárraga Jean     Director, Chairman of the Board
Emilio Azcárraga Jean		     Emilio Azcárraga Jean  President and Chief Executive Officer
       
       
/s/ María Asunción Aramburuzabala Larregui     Director and Vice-Chairwoman of the Board
María Asunción Aramburuzabala Larregui		    
       
     
/s/ Alfonso de Angoitia Noriega     Director
Alfonso de Angoitia Noriega		    
       
 
5
       
/s/ Pedro Aspe Armella     Director
Pedro Aspe Armella		    
       
     
/s/ Julio Barba Hurtado     Director
Julio Barba Hurtado
    
       
     
/s/ José Antonio Bastón Patiño     Director
José Antonio Bastón Patiño		    
       
     
/s/ Alberto Bailleres González     Director
Alberto Bailleres González		    
       
     
/s/ Manuel Jorge Cutillas Covani     Director
Manuel Jorge Cutillas Covani		    
       
     
/s/ Carlos Fernández González     Director
Carlos Fernández González		    
       
     
/s/ Salvi Folch Viadero     Chief Financial Officer
Salvi Folch Viadero		    
       
     
/s/ Bernardo Gómez Martínez     Director
Bernardo Gómez Martínez		    
       
     
      Director
Claudio X. González Laporte		    
       
     
/s/ Roberto Hernández Ramírez     Director
Roberto Hernández Ramírez		    
       
     
/s/ Enrique Krauze Kleinbort     Director
Enrique Krauze Kleinbort		    
       
     
/s/ Germán Larrea Mota Velasco     Director
Germán Larrea Mota Velasco		    
       
     
/s/ Jorge Lutteroth Echegoyen     Controller
Jorge Lutteroth Echegoyen		    
       
 
6
     
/s/ Gilberto Pérezalonso Cifuentes      Director
Gilberto Pérezalonso Cifuentes 		    
       
     
      Director
Carlos Slim Domit		    
       
     
/s/ Alejandro Quintero Iñiguez     Director
Alejandro Quintero Iñiguez		    
       
     
/s/ Fernando Senderos Mestre     Director
Fernando Senderos Mestre		    
       
     
/s/ Enrique F. Senior Hernández     Director
Enrique F. Senior Hernández		    
       
     
      Director
Lorenzo H. Zambrano Treviño		    
 

 
7
SIGNATURE OF AUTHORIZED REPRESENTATIVE
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Grupo Televisa, S.A., has signed this Registration Statement on Form F-6 in the City of Newark, State of Delaware on March 10 , 2006.
 
 
Signature
      
Title
       
       
       
/s/ Donald J. Puglisi     
Authorized Representative in the United States
Donald J. Puglisi 		    
       

 
8

INDEX TO EXHIBITS

Exhibit Number
    
(a)(2)
Form of Amendment to Deposit Agreement
  
 
(d)
 
(e)
 
Opinion of Ziegler, Ziegler & Altman LLP, counsel to the Depositary, as to the legality of the securities to be registered
 
Rule 466 Certification