PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 13, 2004)

Filed pursuant to
Rule 424(b)(3)
Registration No. 333-110997

[SKY LOGO]

INNOVA, S. DE R.L. DE C.V.

Offer to exchange all of our outstanding unregistered
U.S.$300,000,000 9.375% Senior Notes due 2013

for

U.S.$300,000,000 9.375% Senior Notes due 2013
which have been registered under the Securities Act of 1933

This prospectus supplement supplements and amends our prospectus, dated February
13, 2003, relating to the exchange offer for our 9.375% Senior Notes due 2013.

Attached hereto and incorporated by reference herein are the Reports on Form 6-K
for Innova, S. de R.L. de C.V. for the month of February, 2004, which we
furnished to the U.S. Securities and Exchange Commission on February 20, 2004
and February 25, 2004. All information disclosed in these Reports furnished on
Form 6-K, except for the information regarding EBITDA, EBIT and EBITDA margins,
shall be incorporated by reference into the Registration Statement on Form F-4,
as amended, filed with the Securities and Exchange Commission on December 8,
2003 by Innova, S. de R.L. de C.V.

Any statement contained in the prospectus shall be deemed to be modified or
superseded to the extent that information in this prospectus supplement modifies
or supersedes such statement. Any statement that is modified or superseded shall
not be deemed to constitute a part of the prospectus except as modified or
superseded by this prospectus supplement.

This prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus. This prospectus supplement is
qualified by reference to the prospectus except to the extent that information
herein contained supersedes the information contained in the prospectus.
Capitalized terms used and not defined herein shall have the meanings given to
them in the prospectus.

YOU SHOULD CAREFULLY REVIEW "RISK FACTORS" BEGINNING ON PAGE 8 OF THE
PROSPECTUS.

THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS EXCLUSIVELY THE
RESPONSIBILITY OF INNOVA AND DOES NOT REQUIRE AUTHORIZATION BY THE COMISION
NACIONAL BANCARIA Y DE VALORES, THE MEXICAN NATIONAL BANKING AND SECURITIES
COMMISSION, OR THE CNBV. THE REGISTRATION WITH THE SPECIAL SECTION OF THE
SECURITIES NATIONAL REGISTRY (SECCION ESPECIAL DEL REGISTRO NACIONAL DE
VALORES), MAINTAINED BY THE CNBV, DOES NOT IMPLY A CERTIFICATION OF THE
INVESTMENT QUALITY OF THE NOTES OR INNOVA'S SOLVENCY. THE NOTES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES SECTION OF THE SECURITIES NATIONAL REGISTRY
(SECCION DE VALORES DEL REGISTRO NACIONAL DE VALORES) AND THEREFORE, THE NOTES
ARE NOT SUBJECT TO A PUBLIC OFFERING NOR INTERMEDIATION IN MEXICO. THE
ACQUISITION OF THE NOTES BY ANY INVESTOR OF MEXICAN NATIONALITY WILL BE MADE
UNDER ITS OWN RESPONSIBILITY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is February 26, 2004.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2004

Commission File Number: 333-7484

INNOVA, S. de R.L. de C.V.
----------------------------------------------------
(Translation of registrant's name into English)

Insurgentes Sur 694 Piso 8, Col. Del Valle 03100 Mexico, D.F. Mexico
-----------------------------------------------------------------------
(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)

Form 20-F X Form 40-F
------- ------

(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)

Yes No X
------- ------

(If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g-3-2(b): 82____.)

This Report furnished on Form 6-K shall be incorporated by reference into
the Registration Statement on Form F-4, as amended, filed with the
Securities and Exchange Commission on December 8, 2003 by Innova, S. de
R.L. de C.V.

SIGNATURE

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

INNOVA, S. de R.L. de C.V.
----------------------------------
(Registrant)

Dated: February 20, 2004 By: /s/ Carlos Ferreiro Rivas
-------------------------------
Name: Carlos Ferreiro Rivas
Title: Chief Financial Officer

[SKY LOGO]

FOR IMMEDIATE RELEASE
- ---------------------

INNOVA, S. de R. L. de C.V.
Appointment of Chief Executive Officer

Mexico City, February 20th, 2004.

INNOVA, S. DE R.L. DE C.V., the provider of direct-to-home (DTH) satellite
television services under the SKY brand name and the pay-TV market leader
in Mexico as measured by the number of subscribers, announced the
appointment of Mr. Alexandre Moreira Penna as Chief Executive Officer of
the Company, effective March 1st, 2004. He will replace outgoing Chief
Executive Officer Mr. Pablo Vazquez Oria who has decided to participate in
other projects.

We would like to express our thanks to Mr. Vazquez for the Company's
outstanding operational and financial achievements under his leadership,
since he joined the Company in May 2002.

Mr. Penna has a strong experience in the Media, Pay TV and
Telecommunications industries. Prior to joining Innova, Mr. Penna held for
over two years the position of Vice President of Corporate Finance of Grupo
Televisa. Mr. Penna will report to Innova's Board of Directors.

INNOVA, S. DE R.L. DE C.V., is a joint venture indirectly owned by Grupo
Televisa, S.A., a Mexican corporation ("Televisa"), The News Corporation
Limited, an Australian Corporation ("News Corporation"), and Liberty Media
International Inc., a Delaware corporation ("Liberty Media"), (formerly
known as Tele-Communications International, Inc.). For more information,
please visit www.sky.com.mx.

GRUPO TELEVISA S.A., is the largest media company in the Spanish-speaking
world, and a major player in the international entertainment business. It
has interests in television production and broadcasting, programming for
pay television, international distribution of television programming,
direct-to-home satellite services, publishing and publishing distribution,
cable television, radio production and broadcasting, professional sports
and show business promotions, feature film production and distribution,
paging services and the operation of a horizontal Internet portal. Grupo
Televisa also has an unconsolidated equity stake in Univision, the leading
Spanish-language television company in the United States. For more
information, please visit www.televisa.com.

NEWS CORPORATION, is a diversified international media and entertainment
company with operations in seven industry segments: filmed entertainment;
television; cable network programming; magazines and inserts; newspapers;
book publishing; and other. The activities of News Corporation are
conducted principally in the United States, the United Kingdom, Australia,
Asia and the Pacific Basin. For more information, please visit
www.newscorp.com.

LIBERTY MEDIA INTERNATIONAL, owns and operates broadband cable television
and telephony distribution networks and is a provider of diversified
programming services in Europe, Latin America and Asia. For more
information, please visit www.libertymedia.com.

Contact:

CARLOS FERREIRO
Chief Financial Officer
Innova, S. de R.L. de C.V.
Insurgentes Sur No.694
Col. del Valle
Mexico City, 03100
(5255) 5448-4131
cferreiro@sky.com.mx

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2004

Commission File Number: 333-7484

INNOVA, S. de R.L. de C.V.
---------------------------------------------
(Translation of registrant's name into English)

Insurgentes Sur 694 Piso 8, Col. Del Valle 03100 Mexico, D.F. Mexico
--------------------------------------------------------------------------
(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)

Form 20-F X Form 40-F
----- -----

Yes No X
----- -----

(If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g-3-2(b): 82___.)

All information disclosed in this Report furnished on Form 6-K, except for
the information regarding EBITDA, EBIT and EBITDA margins, shall be
incorporated by reference into the Registration Statement on Form F-4, as
amended, filed with the Securities and Exchange Commission on December 8,
2003 by Innova, S. de R.L. de C.V.

SIGNATURE

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

INNOVA, S. de R.L. de C.V.
----------------------------------
(Registrant)

Dated: February 25, 2004 By: /s/ Carlos Ferreiro Rivas
-------------------------------
Name: Carlos Ferreiro Rivas
Title: Chief Financial Officer

[LOGO - SKY]

FOR IMMEDIATE RELEASE
- ---------------------

INNOVA, S. DE R.L. DE C.V.
REPORTS FOURTH QUARTER AND FULL YEAR 2003 RESULTS

- SUBSCRIBER BASE GROWS TO 856,600 -
- NET REVENUES INCREASED 7.0% -
- EBITDA INCREASED 22.7% TO PS. 1,191.5 MM -
- EBITDA MARGIN INCREASED TO 31.2% -
- NO SHAREHOLDER FUNDING WAS REQUIRED DURING THE YEAR -

- -----------------------------------------------------------------------------

o The number of gross active SUBSCRIBERS increased 16.1% to 856,600 as
of December 31, 2003 from 737,800 at the end of the previous year.

o REVENUES for the whole year 2003 increased 7.0% to Ps. 3,820.7 million
from Ps. 3,569.4 million for the prior year.

o EBITDA for the whole year 2003 increased 22.7% to Ps. 1,191.5 million
from Ps. 971.2 million for the prior year.

o EBITDA MARGIN increased to 31.2% for the whole year 2003 from 27.2%
for the prior year.

o Innova did not require FUNDING from its shareholders during 2003.

- -----------------------------------------------------------------------------

Mexico City, February 24, 2004. INNOVA, S. DE R.L. DE C.V., the provider of
direct-to-home (DTH) satellite television services under the SKY brand name
and the pay-TV market leader in Mexico as measured by the number of
subscribers, announced its unaudited consolidated results for the fourth
quarter and full year ended December 31, 2003. The attached results have
been prepared in accordance with Mexican GAAP in constant Mexican pesos in
purchasing power as of December 31, 2003.

SUBSCRIBER BASE The number of gross active subscribers increased
- --------------- to 856,600, including 48,500 commercial
subscribers, as of December 31, 2003; this
represents a 16.1% increase from 737,800,
including 35,800 commercial subscribers as of
December 31, 2002; or an increase of approximately
118,800 gross active subscribers.

We believe the increase in the subscriber base was
primarily due to the sustained growth in customer
activations in response to the high quality and
variety of our programming content, exclusive
events, our aggressive marketing campaigns and the
high quality of our customer service.

The increase in subscriber base was partially
offset by subscriber cancellations during the last
quarter, primarily due to the continuing weakness
in the Mexican economy. Nevertheless, we continue
to experience a decline in the rate of subscriber
cancellations as compared to the previous year.

PROGRAMMING CONTENT During the fourth quarter of 2003, Sky continued
- ------------------- to enhance its programming content, by adding the
following offerings:

o Big Brother VIP2, a 64-day live reality show
broadcast on a pay-TV exclusive basis, 24 hours a
day, with fourteen well-known media, sports and
entertainment participants;
o Launching of Disney Channel, previously an
exclusive DTH channel of DirecTV Mexico;
o Launching of 5 additional HBO channels (HBO Plus
West, HBO Family East and West and MaxPrime East
and West);
o New basic channels as Multicinema and
Multipremiere (movies) and ZAZ (kids);
o The pay TV-exclusive broadcast of certain matches
of the Mexican 2003 Opening Soccer Tournament;
o US PGA and Champions Golf Tournaments, and
o Exclusive broadcast of certain boxing fights.

During 2004, Innova plans to continue offering the
highest quality content in the country by
offering:

o Big Brother VIP3, a successful live reality show
broadcast on a pay-TV exclusive basis, 24 hours a
day;
o The continued pay-TV exclusive broadcast of
certain soccer matches of the Mexican Soccer
Tournament;
o The pay-TV broadcast of certain soccer matches of
the "Copa Libertadores" Tournament;
o The pay TV-exclusive transmission of certain
matches of the Mexican Baseball league
o The US Open and Wimbledon Tennis Tournaments on
exclusive basis;
o The US PGA Golf Tournament, and
o Boxing fights and special events.

PRICE AND PROMOTIONS Innova's current installation fee is Ps. 1,099.
- -------------------- However, residential subscribers who agree to pay
the monthly programming fee via automatic charge
to a credit card, pay only Ps. 199.

We continue our efforts to improve the subscriber
base quality by, among other things, encouraging
new and current subscribers to pay their monthly
programming services through automatic charge to a
credit card.

10% EXCISE TAX On October 30, 2003, the Federal Executive Branch
- -------------- approved the President of Mexico's tax holiday
equal to 100% of the 10% excise tax on
telecommunications, effective November 1, 2003 and
applicable only to the tax triggered from this
date and going forward. Therefore, during the
months of November and December of 2003 we
recorded the amount we saved by not paying the 10%
excise tax as extraordinary income in our income
statement.

We continue proceedings to recover the
approximately U.S.$18.0 million and U.S.$16.0
million that we have already paid in this tax for
2002 and for 2003, respectively; however, we
cannot assure you that we will be able to recover
these amounts, even if we obtain a favorable final
resolution for our amparo proceedings for 2003 as
we did for the year 2002.

RECENT
DEVELOPMENTS The 10% excise tax on telecommunications was
- ------------ definitively eliminated as of January 1st, 2004.
From this date and going forward we will not have
to pay this excise tax; therefore, we will be able
to lower our overall tax exposure and retain a
higher proportion of our revenues, without any
modification in prices to our subscribers.

On February 13th, 2004, we entered into two
separate derivative transactions denominated
"coupon swap" agreements to hedge a portion of our
US dollar foreign exchange exposure resulting from
the issuance of our US$300 million 9.375% senior
notes that mature in 2013. Under the transactions,
we will receive semiannual payments calculated
based on an aggregate notional amount of US$300
million at an annual rate of 9.375%, and we will
make monthly payments calculated based on an
aggregate notional amount of Ps. 3,282.225 million
at an annual rate of 10.25%. The transactions,
both of which terminate in September 2008, will
reduce our foreign exchange exposure on 10
interest coupon payments on the senior notes we
issued in September 2003. We believe these
transactions considerably reduce our foreign
exchange exposure at a reasonable cost.

FINANCIAL REVIEW
- ----------------

FINANCIAL HIGHLIGHTS
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
STATEMENTS PREPARED UNDER MEXICAN GAAP (UNAUDITED)
MILLION OF CONSTANT MEXICAN PESOS AS OF DECEMBER 31, 2003

THREE MONTHS ENDED DECEMBER 31,
-------------------------------------------------
2003 % Margin 2002 % Margin VAR %

Net Revenues 999 100 865 100 134 15
Cost of Sales 309 31 275 32 34 12
----- ----- -----
Gross Profit 690 69 590 68 100 17

Selling 205 21 202 23 3 1
Operations 127 13 107 12 20 19
Administrative 38 4 29 3 9 31
----- ----- -----
Total Expenses 370 37 338 39 32 9
----- ----- -----
EBITDA (1) 320 32 252 29 68 27

EBIT (2) 122 12 21 2 101 481

TWELVE MONTHS ENDED DECEMBER 31,
2003 % Margin 2002 % Margin VAR %

Net Revenues 3,821 100 3,569 100 252 7
Cost of Sales 1,180 31 1,105 31 75 7
----- ----- -----
Gross Profit 2,641 69 2,464 69 177 7

Selling 848 22 866 24 (18) (2)
Operations 476 12 501 14 (25) (5)
Administrative 125 3 126 4 (1) (1)
----- ----- -----
Total Expenses 1,449 38 1,493 42 (44) (3)
----- ----- -----
EBITDA (1) 1,192 31 971 27 221 23

EBIT (2) 383 10 9 0 374 n/a

(1) EBITDA is defined as operating income before depreciation and
amortization.

(2) EBIT is defined as operating income before integral cost of financing
and taxes.

NET REVENUES Net revenues of Ps. 999.1 million for the three
months ended December 31, 2003, increased by Ps.
134.2 million or 15.5% as compared to the same
period of the prior year, primarily due to the
growth of our subscriber base and additional
pay-per-view revenues.

Net revenues of Ps. 3,820.7 million for the twelve
months ended December 31, 2003, increased by Ps.
251.4 million or 7.0% as compared to the prior
year, mainly due to the growth of our subscriber
base.

COST OF SERVICES
AND SALES Cost of services and sales increased by Ps. 34.0
million or 12.4% to Ps. 308.7 million for the
three months ended December 31, 2003 as compared
to the same period of the prior year; primarily
due to the costs associated with our bigger
subscriber base, higher subscriber activations and
related costs, as well as higher costs resulting
from the devaluation of the peso against the US
dollar, as compared to the prior year.

Cost of services and sales increased by Ps. 75.2
million or 6.8% to Ps. 1,180.2 million for the
twelve months ended December 31, 2003, as compared
to the prior year. This increase was due to the
same reasons explained above.

OPERATING EXPENSES Total expenses of Ps. 370.5 million for the three
months ended December 31, 2003, increased by Ps.
32.2 million or 9.5% as compared to the same
period of the prior year, primarily due to higher
promotion and commission expenses as a result of
the increase on subscriber activations during this
period as compared to previous year.

Total expenses of Ps. 1,449.0 million for the
twelve months ended December 31, 2003, declined by
Ps. 44.1 million or 3.0%, as compared to the prior
year, primarily due to lower cost of free special
events, lower cost of reactivation and recovery of
IRDs and lower cost of headcount and
administrative expenses.

EBITDA EBITDA of Ps. 320.0 million for the three months
ended December 31, 2003, improved by Ps. 68.0
million or 27.0%, as compared to the same period
of 2002, primarily due to higher revenues,
partially offset by higher cost of services and
sales and operating expenses, as described above.

As a result, EBITDA margin increased from 29.1% to
32.0% as compared to the fourth quarter of 2002.

EBITDA of Ps. 1,191.5 million for the twelve
months ended December 31, 2003, improved by Ps.
220.3 million or 22.70%, as compared to the prior
year due to higher revenues and lower operating
expenses, partially offset by higher cost of
services and sales.

As a result, EBITDA margin increased from 27.2% in
2002, to 31.2% in 2003.

EBIT
OPERATING INCOME EBIT improved by Ps. 101.0 million or 484.5% to
Ps. 121.9 million in the three months ended
December 31, 2003, as compared to Ps. 20.9 million
during the same period of 2002. As a result, EBIT
margin increased to 12.2% in the fourth quarter of
2003 from 2.4% in the fourth quarter of 2002.

EBIT improved by Ps. 373.5 million or 3973% to Ps.
382.9 million in the twelve months ended December
31, 2003, as compared to Ps. 9.4 million for the
same period in the prior year.

NET LOSS Innova reported a net loss of Ps. (194.6) million
for the three months ended December 31, 2003, as
compared to a net loss of Ps. (358.2) million in
the same period of 2002. Innova's fourth quarter
net loss was affected by various extraordinary
items such as: expenses due to the call premium
and anticipated amortization of our 2007 Senior
Notes; increased savings because we were not
required to pay the 10% excise tax after November
1, 2003; and, a lower foreign exchange loss of Ps.
(110.0) million in this fourth quarter of 2003 as
compared to a foreign exchange loss of Ps. (224.7)
million during the fourth quarter of 2002.

Innova reported a net loss of Ps. (798.6) million
for the twelve months ended December 31, 2003, as
compared to a net loss of Ps. (1,839.2) million
for the same period in the prior year.

Innova's lower foreign exchange loss in 2003 was
primarily due to the lower depreciation of the
Mexican peso versus the U.S. dollar of
approximately 7.3% from December 31, 2002 to
December 31, 2003 as compared to a depreciation of
the Mexican peso versus the U.S. dollar of
approximately 14.0% from December 31, 2001 to
December 31, 2002.

Additional devaluations of the peso will likely
affect our liquidity and results of operations,
considering our substantial U.S.
dollar-denominated indebtedness, operating costs
and expenses, while our revenues are primarily
peso-denominated. Any decrease in the value of the
peso against the U.S. dollar could cause us to
incur foreign exchange losses, which would reduce
our net income.

FUNDING FROM
SHAREHOLDERS Innova did not require any additional funding from
- ------------ its shareholders during 2003. This was mainly due
to positive cash flow from operations and the
current balance of cash resources available. The
Company has not required shareholder funding for
seven straight quarters and expects to satisfy our
liquidity needs during 2004 with our current
balance of cash resources and additional cash flow
from operations.

GRUPO TELEVISA S.A., is the largest media company in the Spanish-speaking
world, and a major player in the international entertainment business. It
has interests in television production and broadcasting, programming for
pay television, international distribution of television programming,
direct-to-home satellite services, publishing and publishing distribution,
cable television, radio production and broadcasting, professional sports
and show business promotions, feature film production and distribution, and
the operation of a horizontal Internet portal. Grupo Televisa also has an
unconsolidated equity stake in Univision, the leading Spanish-language
television company in the United States. For more information, please visit
www.televisa.com.

This press release contains forward-looking statements regarding Innova's
results and prospects. Actual results could differ materially from these
statements. The forward-looking statements in this press release,
including, but not limited to, statements regarding our future liquidity
requirements should be read in conjunction with the factors described in
"Item 3. Risk Factors" in the Company's Annual Report on Form 20-F, which
among others, could cause actual results to differ materially from those
contained in any oral statements made by authorized officers of the
Company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Contact:

CARLOS FERREIRO
Chief Financial Officer
Innova, S. de R.L. de C.V.
Insurgentes Sur No.694
Col. del Valle
Mexico City, 03100
(5255) 5448-4131
cferreiro@sky.com.mx
- --------------------

INNOVA, S. DE R.L. DE C.V. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (Unaudited)
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
STATEMENTS PREPARED UNDER MEXICAN GAAP
(THOUSANDS OF MEXICAN PESOS IN PURCHASING POWER AS OF DECEMBER 31, 2003)

THREE MONTHS ENDED DECEMBER 31, TWELVE MONTHS ENDED DECEMBER 31,
2003 2002 2003 2002
------------- --------------- ---------------- -----------------

NET REVENUES PS. 999,108 PS. 864,904 PS. 3,820,738 PS. 3,569,381

COST OF SERVICES AND SALES 308,650 274,699 1,180,215 1,105,022
------------- --------------- ---------------- -----------------
GROSS PROFIT 690,458 590,205 2,640,523 2,464,359
------------- --------------- ---------------- -----------------

OPERATING EXPENSES:
Selling 204,713 201,705 848,358 865,866
Operations 127,486 107,209 475,665 500,945
Administrative 38,282 29,357 124,997 126,304
------------- --------------- ---------------- -----------------
370,481 338,271 1,449,020 1,493,115
------------- --------------- ---------------- -----------------

EBITDA 319,977 251,934 1,191,503 971,244

DEPRECIATION AND AMORTIZATION 198,075 231,077 808,628 961,864
------------- --------------- ---------------- -----------------
OPERATING INCOME - EBIT 121,902 20,857 382,875 9,380
------------- --------------- ---------------- -----------------

INTEGRAL COST OF FINANCING:
Interest expense 167,057 264,099 938,901 1,022,148
Interest income (2,224) (2,827) (15,171) (11,504)
Foreign exchange loss - net 110,036 224,708 587,758 1,221,123
Gain from monetary position (100,561) (157,097) (315,295) (518,443)
------------- --------------- ---------------- -----------------
174,308 328,883 1,196,193 1,713,324
------------- --------------- ---------------- -----------------

Special Items & other expense - net 140,436 27,578 103,418 56,723
------------- --------------- ---------------- -----------------

LOSS BEFORE TAXES (192,842) (335,604) (916,736) (1,760,667)

Provision for (benefit from)
income and assets tax 1,982 22,551 (117,050) 78,533
Minority interest (240) - (1,033) -
------------- --------------- ---------------- -----------------

NET LOSS PS. (194,584) PS. (358,155) PS. (798,653) PS. (1,839,200)
============= =============== ================ =================

INNOVA, S. DE R.L. DE C.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2003 AND 2002 (UNAUDITED)
Statements prepared under Mexican GAAP
(Thousands of Mexican Pesos in purchasing power as of December 31, 2003)

2003 2002
----------- -----------
ASSETS
Cash and cash equivalents PS. 493,569 PS. 277,236
Trade accounts receivable 118,174 132,396
Value added tax credit 1,955 44,930
Spare parts 10,079 13,536
Prepaid expenses and other 140,536 176,555
----------- -----------
TOTAL CURRENT ASSETS 764,313 644,653

PROPERTY AND EQUIPMENT - NET 1,381,315 1,597,363

PAS - 9 SATELLITE-NET 1,253,439 1,290,346

OTHER NON-CURRENT ASSETS - NET 67,920 107,965
----------- -----------

TOTAL ASSETS PS. 3,466,987 PS. 3,640,327
=========== ===========

LIABILITIES
Trade accounts payable and accruals PS. 402,269 PS. 295,796
PanAmSat Pas-9 63,522 49,439
Due to affiliated companies and other
related parties 416,702 450,656
Accrued interest 120,367 131,327
Accrued taxes 97,664 189,730
Deferred income - Pre-billed and
pre-collected services 137,958 112,533
----------- -----------
TOTAL CURRENT LIABILITIES 1,238,482 1,229,481
----------- -----------

Senior Exchange Notes due 2013 3,367,500 -
Senior Exchange Notes due 2007 987,800 4,080,039
Long-term loans from Stockholders - 3,371,743
Long-term interest on Stockholders loans - 709,590
Seniority premiums 1,641 1,310
PanAmSat Pas-9 1,404,871 1,428,749
----------- -----------
TOTAL NON-CURRENT LIABILITIES 5,761,812 9,591,431
----------- -----------

TOTAL LIABILITIES 7,000,294 10,820,912
----------- -----------

STOCKHOLDERS' DEFICIT
Capital stock 6,327,231 1,989,191
Accumulated loss (9,136,974) (7,297,774)
Loss for the twelve-month period (798,653) (1,839,200)
Excess from restatement-
Inflationary effects on Balance Sheet 75,089 (32,802)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (3,533,307) (7,180,585)
----------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT Ps. 3,466,987 Ps. 3,640,327
=========== ===========

INNOVA, S. DE R.L. DE C.V.
Insurgentes Sur 694, Piso 8
Colonia Del Valle
03100 Mexico, D.F., Mexico

EXCHANGE AGENT, TRUSTEE, REGISTRAR,
PAYING AGENT
AND TRANSFER AGENT
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street
Floor 7 East
New York, New York 10289
Attention: Giselle Guadalupe
U.S.A.

LUXEMBOURG PAYING
AGENT, TRANSFER AGENT, AND LISTING AGENT
The Bank of New York (Luxembourg), S.A.
Aerogolf Centre
1A Hoehenhof
L-1736, Senningerberg Luxembourg

LEGAL ADVISORS TO INNOVA, S. DE R.L. DE C.V.

AS TO UNITED STATES LAW: AS TO MEXICAN LAW:
Fried, Frank, Harris, Shriver & Jacobson LLP Mijares, Angoitia, Cortes y Fuentes, S.C.
One New York Plaza Montes Urales 505, Piso 3
New York, New York 10004 Colonia Lomas de Chapultepec
U.S.A. 11000 Mexico, D.F., Mexico

AUDITORS OF INNOVA, S. DE R.L. DE C.V.
PricewaterhouseCoopers, S.C.
Mariano Escobedo 573
Colonia Rincon del Bosque
11580 Mexico, D.F., Mexico

INNOVA, S. DE R.L. DE C.V.

OFFER TO EXCHANGE ALL OF OUR OUTSTANDING
$300,000,000 9.375% SENIOR NOTES DUE 2013
FOR
$300,000,000 9.375% SENIOR NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933
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PROSPECTUS SUPPLEMENT

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You should rely only on the information contained or incorporated by
reference in this prospectus supplement. We have not authorized anyone to
provide you with information or represent anything contained in this prospectus
supplement. You must not rely on any unauthorized information. This prospectus
supplement does not offer to sell nor does it solicit to buy any exchange notes
in any jurisdiction where it is unlawful. The information in this prospectus
supplement is current as of February 26, 2004.

DEALER PROSPECTUS DELIVERY OBLIGATION. Until June 15, 2004, or, if we
extend the period of the exchange offer, for a period of 90 days following the
consummation of the exchange offer, all dealers that effect transactions in
these securities, whether or not participating in this offering, may be required
to deliver a prospectus, along with this accompanying supplement. This is in
addition to the dealers' obligation to deliver a prospectus and this
accompanying supplement when acting as underwriters and with respect to their
unsold allotments or subscriptions.