SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

HISPANIC BROADCASTING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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HISPANIC BROADCASTING CORPORATION
3102 OAK LAWN, SUITE 215
DALLAS, TX 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 2001

To the Stockholders:

The Annual Meeting of the Stockholders (the "Annual Meeting") of
HISPANIC BROADCASTING CORPORATION (the "Company") will be held at the Hotel
Crescent Court, 400 Crescent Court, Dallas, TX 75201, on June 29, 2001 at 10:00
a.m. local time, to consider and act upon the following matters, all as more
fully described in the accompanying Proxy Statement which is incorporated herein
by this reference:

(1) To elect five members to the Board of Directors to serve until the next
Annual Meeting of Stockholders or until their respective successors shall
be elected and qualify.

(2) To ratify the appointment of KPMG LLP as independent auditors for the
fiscal year ending December 31, 2001.

(3) To transact such other business and to consider and take action upon any
and all matters that may properly come before the Annual Meeting or any
adjournment thereof.

The Board of Directors has fixed the close of business on May 8, 2001,
as the record date for the determination of the stockholders entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof. For ten days
prior to the Annual Meeting, a complete list of stockholders entitled to vote at
the Annual Meeting will be available for examination by any stockholder for any
purpose germane to the Annual Meeting during ordinary business hours at the
Company's executive office, located at the address set forth above.

All stockholders are invited to attend the Annual Meeting in person.

By Order of the Board of Directors

David Gerow
Secretary
Dallas, Texas
April 30, 2001

IMPORTANT WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.

HISPANIC BROADCASTING CORPORATION
3102 OAK LAWN, SUITE 215
DALLAS, TEXAS 75219
(214) 525-7700
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PROXY STATEMENT

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INFORMATION CONCERNING SOLICITATION AND VOTING

The enclosed proxy is solicited by and on behalf of the Board of
Directors of Hispanic Broadcasting Corporation (the "Company") in connection
with the Annual Meeting of Stockholders and any adjournments thereof (the
"Annual Meeting") to be held on June 29, 2001, at the Hotel Crescent Court, 400
Crescent Court, Dallas, TX 75201, at 10:00 a.m. local time. This Proxy Statement
and the associated Proxy are first being sent or given to stockholders on or
about May 18, 2001.

Stockholders are requested to complete, date, and sign the accompanying
proxy, and return it promptly to the Company. Any proxy given may be revoked by
a stockholder at any time before it is voted at the Annual Meeting or any
adjournments thereof by filing with the Secretary of the Company a notice in
writing revoking the proxy, or by duly executing and submitting a proxy bearing
a later date. Proxies may also be revoked by any stockholder present at the
Annual Meeting who expresses a desire to vote such shares in person. Subject to
such revocation, all proxies duly executed and received prior to, or at the time
of, the Annual Meeting will be voted in accordance with the specification on the
proxy card. If no specification is made, proxies will be voted in favor of the
proposals therein. As to other matters, if any, to be voted upon, the persons
designated as proxies will take such actions as they, in their discretion, may
deem advisable. The persons named as proxies were selected by the Board of
Directors of the Company.

Under the Company's bylaws and Delaware law, shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e.: shares held by a
broker or nominee which are represented at the Annual Meeting, but with respect
to which such broker or nominee is not empowered to vote on a particular
proposal) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Any shares not voted (whether
by abstention, broker non-vote or otherwise) will have no impact on the election
of directors, except to the extent that the failure to vote for an individual
results in another individual receiving a larger proportion of votes. Any shares
represented at the Annual Meeting but not voted (whether by abstention, broker
non-vote or otherwise) with respect to the proposal to ratify the selection of
KPMG LLP will have no effect on the vote for such proposals except to the extent
the number of abstentions causes the number of shares voted in favor of the
proposal not to equal or exceed the minimum number of shares necessary to
approve such proposals (in which case the proposal would not be adopted).

Stockholders will have the opportunity to vote via the Internet by
utilizing a program provided through ADP Investor Communication Services
("ADP"). Votes submitted electronically via the Internet through this program
must be received by 4:00 p.m., New York time, on June 28, 2001. The giving of
such a proxy will not affect the right to vote in person, should the stockholder
decide to attend the Annual Meeting. The Internet voting procedures are designed
to authenticate stockholder identities, to allow stockholders to give their
voting instructions and to confirm that stockholder instructions have been
recorded properly. Stockholders voting via the Internet should understand that
there may be costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that must be borne by the
stockholder.

The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others forwarding the
solicitation material to beneficial owners of stock. Directors,

officers and regular employees of the Company may solicit proxies personally,
by telephone or by telegraph but will not be separately compensated for such
solicitation services.

STOCKHOLDERS' VOTING RIGHTS

Each share of the Company's Class A Common Stock, $.001 par value
("Class A Common Stock"), outstanding at the close of business on May 8, 2001,
(the "Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. Each share of the Company's Class A Common Stock is entitled to one
vote. There were 80,685,252 shares of Class A Common Stock outstanding on the
Record Date. The Company also has 28,312,940 shares of Class B Common Stock,
$.001 par value ("Class B Common Stock" and together with the Class A Common
Stock, the "Common Stock") outstanding. All of the outstanding shares of Class B
Common Stock are currently held by Clear Channel Communications, Inc. ("Clear
Channel") and its affiliates. Holders of Class B Common Stock do not have voting
rights except as provided in the Company's Second Amended and Restated
Certificate of Incorporation. As long as Clear Channel and its affiliates own at
least 20% of the then outstanding Common Stock, neither the Company nor any of
its subsidiaries may, without the affirmative vote or consent of the holders of
a majority of the Class B Common Stock voting as a single class, (i) effect the
sale, lease or other transfer of all or substantially all of the Company's
assets, or any merger or consolidation involving the Company where the
stockholders of the Company immediately prior to such transaction would not own
at least 50% of the capital stock of the surviving entity, or any
reclassification, recapitalization, dissolution, liquidation or winding up of
the Company; (ii) authorize, issue or obligate itself to issue any shares of
Preferred Stock; (iii) make or permit any amendment to the Company's certificate
of incorporation that adversely affects the rights of the holders of the Class B
Common Stock; (iv) declare or pay any non-cash dividends on or make any other
non-cash distribution on the Company's Common Stock; or (v) make or permit any
amendment or modification to the Company's certificate of incorporation
concerning the Company's capital stock. Shares of Class B Common Stock will be
entitled to one vote per share on all such matters submitted for a vote or
consent to the holders thereof. In addition, shares of Class B Common Stock are
convertible into shares of Class A Common Stock at the holder's option, subject
to the receipt of applicable regulatory approvals, including compliance with the
FCC's multiple ownership rules. The voting rights and conversion privileges of
the Class B Common Stock as described herein may have the effect of delaying or
preventing the acquisition of control of the Company by means of a tender offer,
proxy fight, open market purchases or otherwise. See "Security Ownership of
Certain Beneficial Owners and Management" and "Certain Transactions."

The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Class A Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. If a quorum is not present, the
stockholders entitled to vote who are present in person or by proxy at the
Annual Meeting have the power to adjourn the Annual Meeting from time to time,
without notice other than an announcement at the Annual Meeting, until a quorum
is present. At any adjourned Annual Meeting at which a quorum is present, any
business may be transacted that might have been transacted at the Annual Meeting
as originally noticed.

With respect to election of directors, the five candidates receiving
the highest number of votes from holders of Class A Common Stock will be
elected. The appointment of KPMG LLP requires the affirmative vote of
stockholders holding a majority of the shares of Class A Common Stock
represented and voting at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding
ownership of the Class A Common Stock as of the Record Date by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Class A Common Stock, (ii) each director of the
Company, (iii) the chief executive officer and each other current executive
officer of the Company named in the Summary Compensation Table, and (iv) all
directors and executive officers of the Company as a group:

AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
NAME CLASS A COMMON STOCK PERCENT OF CLASS
---- -------------------- ----------------

McHenry T. Tichenor, Jr......................................... 13,199,060(1) 16.4%
McHenry T. Tichenor............................................. 13,087,363(2) 16.2
Warren W. Tichenor.............................................. 13,189,361(3) 16.3
Putnam Investments, LLC.(4)..................................... 5,865,400 7.3
AIM Management Group Inc.(5) ................................... 9,403,600 11.7
Robert W. Hughes................................................ 35,000(6) *
James M. Raines................................................. 32,000(6) *
Ernesto Cruz.................................................... 31,000(6) (7) *
Jeffrey T. Hinson............................................... 316,850(8) *
Gary B. Stone................................................... 210,104(9) *
All Directors and Executive Officers as a Group (7 persons)..... 13,828,434 17.1

- ----------------------
*Indicates less than 1.0%.
(1) Includes 3,182,539 shares (including 26,666 vested but unexercised stock
options for shares of Class A Common Stock) held by McHenry T. Tichenor,
Jr. and 10,016,521 shares held by McHenry T. Tichenor Jr.'s family, with
respect to which McHenry T. Tichenor, Jr. shares voting control pursuant to
a voting agreement among certain members of the Tichenor family (the
"Tichenor Voting Agreement").
(2) Includes 140,023 shares (including 3,333 vested but unexercised stock
options for shares of Class A Common Stock) held by McHenry T. Tichenor and
12,947,340 shares held by McHenry T. Tichenor's family, with respect to
which McHenry T. Tichenor shares voting control pursuant to the Tichenor
Voting Agreement.
(3) Includes 4,465,054 shares held by Warren W. Tichenor and 8,724,307 shares
held by Warren W. Tichenor's family, with respect to which Warren W.
Tichenor shares voting control pursuant to the Tichenor Voting Agreement.
Excludes 12,000 shares owned by the reporting person's spouse. Warren W.
Tichenor's mailing address is 45 N.E. Loop 410, Suite 655, San Antonio,
Texas 78216.
(4) Address: One Post Office Square, Boston, Massachusetts 02109.
(5) Address: 11 Greenway Plaza, Suite 100, Houston, Texas 77046.
(6) Includes 31,000 vested but unexercised stock options for shares of Class A
Common Stock.
(7) Excludes 4,000 shares owned by the reporting person's spouse and children.
(8) Includes 9,388 shares owned by the reporting person's children and 23,333
vested but unexercised stock options for shares of Class A Common Stock.
(9) Includes 11,492 vested but unexercised stock options for shares of Class A
Common Stock.

As of the Record Date, Clear Channel and its affiliates owned no shares
of Class A Common Stock. However, Clear Channel and its affiliates owned all of
the outstanding shares of the Company's Class B Common Stock (28,312,940
shares), which accounted for approximately a 26.0% interest in the Common Stock
of the Company.

PROPOSAL ONE
ELECTION OF DIRECTORS

Five directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next Annual Meeting of
Stockholders or until their respective successors have been elected and shall
qualify. The Board of Directors has designated McHenry T. Tichenor, Jr., McHenry
T. Tichenor, Robert W. Hughes, James M. Raines and Ernesto Cruz as nominees,
each of whom currently serves as a member of the Board of Directors. It is the
intention of the persons named in the enclosed proxy to vote the shares covered
by each proxy for the election of all the nominees named above. Although the
Board of Directors does not anticipate that any nominees will be unavailable for
election, in the event of such occurrence the proxies will be voted for such
substitute, if any, as the Board of Directors may designate. There is no
cumulative voting for the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH HOLDER OF CLASS A COMMON
STOCK VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS

The following table sets forth information concerning the executive
officers of the Company and the current directors (representing all nominees for
director):

NAME POSITION WITH COMPANY AGE
---- --------------------- ---

McHenry T. Tichenor, Jr. Chairman of the Board, President and Chief Executive Officer 45
Jeffrey T. Hinson Senior Vice President, Chief Financial Officer and Treasurer 46
Gary B. Stone Senior Vice President and Chief Operating Officer 49
McHenry T. Tichenor Director 68
Robert W. Hughes Director 65
James M. Raines Director 61
Ernesto Cruz Director 46

McHenry T. Tichenor, Jr. has been the Chairman of the Board, President,
Chief Executive Officer, and a director of the Company since February 14, 1997.
From 1981 until February 14, 1997, Mr. Tichenor was the President, Chief
Executive Officer, and a director of Tichenor Media System, Inc. ("Tichenor
Media").

Jeffrey T. Hinson has served as the Senior Vice President and Chief
Financial Officer of the Company since February 14, 1997. From October 1995
until February 14, 1997, Mr. Hinson served as the Chief Financial Officer,
Treasurer, and a director of Tichenor Media.

Gary B. Stone has served as the Senior Vice President and Chief
Operating Officer of the Company since March 1, 2001 and Vice President and
General Manager of the Los Angeles and Houston radio stations. Mr. Stone
previously served as a Vice President with Tichenor Media and started his
career with Tichenor in 1985.

McHenry T. Tichenor has been a director and an employee of the Company
since February 14, 1997. From 1981 until February 14, 1997, Mr. Tichenor served
as the Vice Chairman and a director of Tichenor Media. McHenry T. Tichenor is
the father of McHenry T. Tichenor, Jr.

Mr. Hughes became a director of the Company on February 14, 1997. Mr.
Hughes is Chairman of Prime Management Group in Austin, Texas. In that capacity,
he also serves as Chairman of Prime Cable, Prime Video, Prime Venture I, and
Prime New Ventures Management, and has served in such position for more than
five years. Mr. Hughes serves on the Board of Directors of Atlantic Cellular,
Providence, Rhode Island, and Hawaiian Wireless, Honolulu, Hawaii. For the past
30 years, he has primarily been involved in the cable television industry.

Mr. Raines became a director of the Company on August 5, 1996. Mr.
Raines is the President of James M. Raines & Company, and has served in such
position for more than five years. Mr. Raines serves on the Board of Directors
of Waddell & Reed Financial, Inc.

Mr. Cruz became a director of the Company on August 5, 1996. Mr.
Cruz is a Managing Director of Credit Suisse First Boston Corporation, and
has served in this position for more than five years. Mr. Cruz is also the
co-head of global equity capital markets of Credit Suisse First Boston
Corporation, and has served in this position for more than one year.

INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF

The Board of Directors has an Audit Committee and a Compensation
Committee. The Audit Committee operates pursuant to its charter adopted in 2000
and which is set forth on Appendix A hereto. The members of the Audit Committee
are Messrs. Hughes (Chairman), Cruz and Raines. The Audit Committee held seven
meetings during the last fiscal year.

The members of the Compensation Committee are Messrs. Cruz (Chairman),
Hughes and Raines. The functions of the Compensation Committee are to (i)
approve policies, plans and performance criteria concerning the salaries,
bonuses and other compensation of the executive officers of the Company, (ii)
review and approve the salaries, bonuses and other compensation of the executive
officers of the Company, (iii) review the compensation programs for other key
employees, including salary and cash bonus amounts, (iv) establish and review
policies regarding executive officer prerequisites, (v) engage experts on
compensation matters, if and when the members of the Compensation Committee deem
it proper or advisable to do so, and (vi) perform such other duties as shall
from time to time be delegated by the Board. The Compensation Committee held two
meetings during the last fiscal year.

The Board of Directors held a total of six meetings during the last
fiscal year. Each incumbent director who was a director of the Company during
the fiscal year ended December 31, 2000, attended more than 75% of the aggregate
number of meetings of the Board and the committees of which they were members
that were held during the period such director was a member of the Board of
Directors.

REPORT OF THE AUDIT COMMITTEE

We have reviewed and discussed with the management the Company's
audited financial statements as of and for the year ended December 31, 2000. We
have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, COMMUNICATION WITH AUDIT
COMMITTEES, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard No. 1,
INDEPENDENCE DISCUSSIONS WITH THE AUDIT COMMITTEES, as amended, by the
Independence Standards Board, and have discussed with the auditors the auditors'
independence.

Based on the reviews and discussions referred to above, we have
recommended to the Board of Directors that the financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

Audit Committee
Robert W. Hughes, Chairman
Ernesto Cruz
James M. Raines

EXECUTIVE COMPENSATION AND OTHER MATTERS

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation
of each individual who served as Chief Executive Officer during the year ended
December 31, 2000, and each of the other executive officers whose total cash
compensation exceeded $100,000 for services rendered in all capacities for the
year ended December 31, 2000 (the "Named Executive Officers"):

ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ---------------------------------
AWARDS PAYOUTS
--------------------- -----------
Other
Annual Restricted All Other
Compen- Stock LTIP Compensation
Name And Principal Position Year Salary ($) Bonus ($) satio ($) Awards ($) Options (#) Payout ($) ($)
- --------------------------------------------------------------------------------------------------------------------------

McHenry T. Tichenor, Jr. 2000(1) $ 300,000 $ 581,653 $ - $ - 90,000 $ - $ 1,750(2)
Chairman, President and CEO 1999(1) 265,350 468,232 - - 40,000 - 1,850(2)
1998(1) 265,897 249,635 - - 36,000 - 1,850(2)

David D. Lykes 2000(1) 275,000 276,331 - - 80,000 - 15,394(3)
Executive Vice President 1999(1) 240,000 253,984 - - 36,000 - 22,112(3)
and COO 1998(1) 230,000 170,313 - - 32,000 - 23,689(3)

Jeffrey T. Hinson 2000(1) 250,000 273,315 - - 80,000 - 1,750(2)
Senior Vice President 1999(1) 210,000 230,981 - - 36,000 - 1,850(2)
and CFO 1998(1) 180,000 160,805 - - 32,000 - 1,850(2)

(1) Represents the years ended December 31, 2000, 1999 and 1998, respectively.
(2) Represents Company contributions to the 401(k) plan account of the
respective employee.
(3) Represents $13,644, $20,262 and $21,839 of insurance premiums paid by the
Company for the years ended December 31, 2000, 1999 and 1998, respectively,
on a split-dollar life insurance policy where Mr. Lykes names the
beneficiary. The amount includes the term life portion of the premiums paid
by the Company. The remaining $1,750 in 2000 and $1,850 in 1999 and 1998
represents Company contributions to his 401(k) plan account.

OPTIONS

The following table sets forth certain information concerning options
granted to the Named Executive Officers during the year ended December 31, 2000:

Potential Realizable Value At Assumed
Annual Rates of Stock Price
INDIVIDUAL GRANTS Appreciation for Option Term
---------------------------------------------------- --------------------------------
Percent of
Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year ($/share) Date 5% ($) 10% ($)
- ---------------------------------------------------------------------------------------------------------------------

McHenry T. Tichenor, Jr. 60,000 2.8% $ 32.94 05/25/10 $ 1,242,947 $ 3,149,873
30,000 1.4 20.56 10/13/10 387,902 983,020
David D. Lykes 50,000 2.3 32.94 05/25/10 1,035,789 2,624,894
30,000 1.4 20.56 10/13/10 387,902 983,020
Jeffrey T. Hinson 50,000 2.3 32.94 05/25/10 1,035,789 2,624,894
30,000 1.4 20.56 10/13/10 387,902 983,020

The following table sets forth certain information regarding stock
options exercised by the Named Executive Officers during the year ended December
31, 2000, including the aggregate value of gains on the date of exercise. In
addition, the table sets forth the number of shares covered by both exercisable
and nonexercisable stock options as of December 31, 2000. Also reported are the
values of "in the money" options which represent the positive spread between the
exercise price of any existing stock options and the Common Stock price as of
December 31, 2000.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Fiscal Year End (#) Options at Fiscal Year End ($)
------------------------------- ------------------------------
Shares Acquired Value
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------

McHenry T. Tichenor, Jr. - - 26,666 219,334 $ 366,658 $1,328,063

David D. Lykes - - 23,333 194,667 320,829 1,188,791

Jeffrey T. Hinson - - 23,333 194,667 320,829 1,188,791

EMPLOYMENT AGREEMENTS

On February 14, 1997, upon the closing of the Tichenor Merger, the
Company entered into an Employment Agreement with McHenry T. Tichenor, Jr. to
serve as President and Chief Executive Officer of the Company. Mr. Tichenor's
Employment Agreement provides for a five year term at an annual base salary of
$260,000 plus increases in the base salary and incentive compensation as
determined by the Compensation Committee of the Board of Directors. Upon
termination by the Company without cause or by Mr. Tichenor for good reason, the
Company is obligated to pay Mr. Tichenor a lump sum amount equal to the
estimated payments of salary and bonus remaining through the end of the term of
the agreement. Furthermore, Mr. Tichenor's Employment Agreement provides that
Mr. Tichenor agrees not to compete with the Company for a period of one year
following the date his Employment Agreement is terminated.

On March 1, 2001, the Company entered into an Employment,
Nonsolicitation and Arbitration Agreement with Gary Stone to serve as the
Senior Vice President and Chief Operating Officer. The Agreement provides for
a three-year term at an annual base salary of $262,500 plus increases in the
base salary approved by the Compensation Committee, profit sharing and a
discretionary bonus. Upon termination by the Company without cause, the
Company is obligated to either give Mr. Stone

180 days written notice or pay 180 days base salary plus a pro rata portion
of estimated bonuses, to be paid in a lump sum or six semi-monthly payments.
Furthermore, Mr. Stone's agreement provides that Mr. Stone agrees not to
compete with the Company for a period of one year following the date his
employment agreement is terminated.

DIRECTOR COMPENSATION

Each member of the Board of Directors other than McHenry T. Tichenor,
Jr. receives an annual fee of $20,000, payable in quarterly installments which
the directors may elect to receive in cash or shares of the Company's Class A
Common Stock. Each non-employee director receives a one-time grant of 2,500
options of the Company's Class A Common Stock when they attend their first
meeting of the Board of Directors. These options are fully excercisable
commencing six months from the date of grant and expire ten years after the date
of grant. The Company also reimburses directors for expenses related to
attending board or committee meetings. In addition, in June 1998, March 1999,
May 2000 and October 2000 each outside director was granted options to purchase
4,000, 5,000, 6000 and 6,000 shares of Class A Common Stock, respectively. These
options vested six months following their date of grant.

CERTAIN TRANSACTIONS

The following transactions were entered into between the Company and
certain current directors, nominees for election as directors, officers and
beneficial owners of five percent or more of the Company's Common Stock.

In connection with the closing of the Tichenor Merger on February 14,
1997, McHenry T. Tichenor, Jr., McHenry T. Tichenor, certain other members of
the Tichenor family, David D. Lykes, Jeffrey T. Hinson, and certain other former
Tichenor Media stockholders (the "Major Tichenor Stockholders") entered into a
Registration Rights Agreement (the "Tichenor Registration Rights Agreement")
pursuant to which the Company granted to the Major Tichenor Stockholders the
following demand registration rights: (i) at any time during the three year
period following the date on which Clear Channel beneficially owns a greater
number of shares of Class A Common Stock than the number of shares owned by the
Major Tichenor Stockholders (the "Conversion Date"), up to two demand
registrations, and (ii) prior to the Conversion Date, during any period (a) in
which less than 2.0 million shares of Class A Common Stock are held by public
stockholders, one demand registration or (b) after February 14, 1998, until the
earlier of (1) such time as the Company consummates a qualified public offering
(as defined in the Tichenor Registration Rights Agreement) or (2) the exercise
of the demand registration right under clause (a), one demand registration. Any
demand registration must be made by the holders of at least 25% of the
registrable securities held by the Major Tichenor Stockholders and the size of
the proposed registered offering must be at least $20.0 million. The Tichenor
Registration Rights Agreement also provides the Major Tichenor Stockholders with
certain "piggy-back" registration rights.

In connection with the closing of the Tichenor Merger on February 14,
1997, the Company entered into a Registration Rights Agreement with Clear
Channel (the "Clear Channel Registration Rights Agreement"). Under the Clear
Channel Registration Rights Agreement, the Company has granted Clear Channel
certain rights to demand registration of shares of the Company's Class A Common
Stock in the event of a distribution of such shares to Clear Channel's
stockholders. The agreement also provides Clear Channel with certain
"piggy-back" registration rights.

In connection with the closing of the Tichenor Merger on February 14,
1997, Clear Channel and the Major Tichenor Stockholders entered into a
Stockholders Agreement with the Company whereby such stockholders agreed to
certain restrictions on the transfer of their shares of Class A Common Stock and
granted certain rights of first refusal and "tag along" rights with respect to
certain sales of such shares.

Ernesto Cruz, a director of the Company, is a Managing Director of
Credit Suisse First Boston Corporation, which performed investment banking
services for the Company during the last fiscal year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange Commission concerning their holdings of, and
transactions in, securities of the Company. Copies of these filings must be
furnished to the Company.

Based solely on its review of the copies of such forms received by it,
or written responses from certain reporting persons that no such forms were
required to be filed by those persons, the Company believes that during the year
ended December 31, 2000, directors, executive officers and beneficial owners of
more than 10% of the Company's Class A Common Stock were in compliance with the
applicable filing requirements except that one report covering one transaction
was filed late by Warren W. Tichenor.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee reviews the performance of the executive
officers of the Company, reviews and approves the compensation of the executive
officers of the Company, and reviews the compensation programs for other key
employees, including salary and cash bonus amounts. The Compensations Committee
currently consists of three outside directors, Ernesto Cruz, Robert W. Hughes
and James M. Raines. Robert Hughes and James M. Raines are also members of the
committee that awards options (the "Option Committee") under the Company's 1997
Long-Term Incentive Plan (the "Incentive Plan").

COMPENSATION POLICIES AND PHILOSOPHY

The financial success of the Company is linked to the ability of its
executive officers and managers to direct the Company's current operations, and
to assess the advantages of potential acquisitions, and realign the operations
of the acquired entities with the operating policies of the Company. A major
objective of the Company's compensation strategy is to attract and retain
top-quality executive officers and managers. Another objective of the Company's
compensation strategy is to reward executive officers and managers based on the
financial performance of operations under their control. Financial incentives
are used to motivate those responsible to achieve the Company's financial goals
and to align the interests of the Company's managers with the interests of the
Company's stockholders.

In order to achieve the foregoing objectives, the Company uses a
combination of base salary, cash bonuses, and stock options.

In establishing the compensation levels for the Company's executive
officers, the Compensation Committee considers a number of factors, including
the level and types of compensation paid to executive officers in similar
positions by comparable companies. In addition, the Compensation Committee
evaluates the Company's performance by looking at factors such as performance
relative to competitors, performance relative to business conditions and the
success of the Company in meeting its financial objectives.

COMPONENTS OF COMPENSATION

Executive officer base salaries are established in relation to salaries
for individuals in comparable positions paid by other companies in the radio
broadcast industry.

Executive officer cash bonuses are used to provide executive officers
with financial incentives to meet annual performance targets. The performance
targets are based on the Company's budgeted goals pursuant to a detailed annual
operating plan. Bonus recommendations for executive officers other than the
Chief Executive Officer ("CEO") are proposed by the CEO, reviewed and, when
appropriate, revised and

approved by the Compensation Committee. The Compensation Committee also
establishes the bonus level for the CEO.

The Compensation Committee believes that equity ownership by the
executive officers, managers, and other employees of the Company provides
incentive to build stockholder value and aligns the interests of these employees
with the interests of stockholders. Upon hiring executive officers, managers,
and certain other key employees, the Option Committee, a subset of the
Compensation Committee, typically approves stock option grants under the
Incentive Plan, subject to applicable vesting periods. Thereafter, the Option
Committee considers awarding additional grants, usually on an annual basis,
under the Incentive Plan. The Option Committee believes these additional annual
grants will provide incentives for executive officers, managers, and key
employees to remain with the Company. Options are granted at the current market
price of the Company's Class A Common Stock and, consequently, have value only
if the price of the Company's Class A Common Stock increases over the exercise
price. The size of the initial and periodic grants to employees other than the
CEO and the executive officers are proposed by the CEO, reviewed and, when
appropriate, revised and approved by the Option Committee. The Option Committee
establishes the size of the initial and periodic grants to the CEO and the
executive officers.

At the 1997 Annual Meeting, the stockholders approved the Incentive
Plan, which meets the requirements of Section 162(m) of the Internal Revenue
Code. The Company's present intention is that awards under the Incentive Plan
comply with Section 162(m).

COMPENSATION OF THE CEO

On February 14, 1997, the Company entered into an Employment Agreement
with McHenry T. Tichenor, Jr., Chairman of the Board, President, and Chief
Executive Officer of the Company, which provides an annual base salary of
$260,000. In addition, the CEO was awarded a bonus of $300,283 in
consideration of his contribution to the Company's increase in operating
cash flow, and the Company's achievement of certain other goals and
objectives set by the Board of Directors. See "Employment Agreements." The
Compensation Committee reviews the performance of the CEO of the Company, as
well as other executive officers of the Company annually.

Respectfully submitted,

Compensation Committee
Ernesto Cruz, Chairman
Robert W. Hughes
James M. Raines

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The graph below compares the cumulative total stockholder return on the
Company's Class A Common Stock with the cumulative total return on the Standard
& Poor's 500 Index and the Standard & Poor's Broadcasting Index for TV, Radio
and Cable for the period commencing on September 30, 1994 and ending on December
31, 2000. The data set forth below assumes the value of an investment in the
Company's Class A Common Stock and each Index was $100 on September 30, 1994.

COMPARISON OF 63 MONTH CUMULATIVE TOTAL RETURN
AMONG HISPANIC BROADCASTING CORPORATION, THE S & P 500 INDEX
AND THE S & P BROADCASTING (TV, RADIO, CABLE) INDEX

[GRAPH]

SEP 95 SEP 96 DEC 96 DEC 97 DEC 98 DEC 99 DEC 00
------ ------ ------ ------ ------ ------ ------

Hispanic Broadcasting Corporation 100.00 226.62 163.64 485.71 511.69 958.12 529.87
S & P 500 100.00 120.34 130.37 173.86 223.55 270.59 245.95
S & P Broadcasting (TV, Radio & Cable) 100.00 82.33 85.45 140.59 218.10 381.01 275.15

PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Company's financial statements for the year ended December 31,
2000, have been audited by KPMG LLP, independent certified public accountants.
Representatives of KPMG LLP are expected to be present at the Annual Meeting to
respond to appropriate questions, and will have an opportunity to make a
statement if they so desire.

The Board has appointed KPMG LLP as independent auditors to audit the
financial statements of the Company for the year ending December 31, 2001.
Unless otherwise directed, the persons named in the accompanying proxy will vote
in favor of the ratification of the appointment of KPMG LLP.

THE BOARD RECOMMENDS THAT THE HOLDERS OF CLASS A COMMON STOCK VOTE
"FOR" THE RATIFICATION OF KPMG LLP AS AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2001.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

The Bylaws of the Company provide a procedure for stockholder proposals
and stockholder nominations for election of directors. That procedure provides
that any stockholder intending to present a proposal or nomination for election
of one or more directors at the Annual Meeting must deliver a written notice to
the Company's Corporate Secretary at the Company's principal executive offices
not less than 60 days nor more than 120 days before the date of such Annual
Meeting; provided, however, that in the event that the first public disclosure
(whether by mailing of a notice to stockholders or to an exchange on which the
Common Stock of the Company is listed or to the Nasdaq National Market, by press
release or otherwise) of the date of the Annual Meeting is made less than 65
days prior to the date of the meeting, notice by the stockholder will be timely
received not later than the close of business on the tenth day following the day
on which such public disclosure was first made.

Any such notice from a stockholder to the Company's Corporate Secretary
must contain (i) the name and address of that stockholder as they appear on the
Company's books (and, if the nomination or proposal in question is made on
behalf of a beneficial owner of Common Stock, the name and address of that
beneficial owner), (ii) the number of shares of each class of the Company's
stock beneficially owned by that stockholder and (iii) such other information
relating to the stockholder or the nomination required to be disclosed under the
rules of the Securities and Exchange Commission. If the stockholder's notice to
the Company's Corporate Secretary proposes to nominate one or more individuals
for election or re-election as a director, that notice must also include for
each such individual all information relating to that person that is required to
be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (including that individual's written consent to being named
in the proxy statement as a nominee and to serve as a director if elected). If
the stockholder's notice to the Corporate Secretary proposes to bring other
business before the Annual Meeting, that notice must include a reasonably
detailed description of (i) that business, (ii) the reasons for conducting that
business at the Annual Meeting, and (iii) any material interest of the
stockholder in that business (and by the beneficial owner, if any, on whose
behalf the proposal is made). If a stockholder proposal or nomination is not
made in accordance with the procedure set forth above, the Chairman of the
Annual Meeting shall, if the facts warrant, determine and declare at the Annual
Meeting that the proposed business or nomination was not properly brought before
the Annual Meeting in accordance with the procedures set forth in the Bylaws and
direct that the business not be transacted or that the defective nomination be
disregarded.

In order for a stockholder proposal to be included in the Board of
Directors' Proxy Statement for the next Annual Meeting of Stockholders, such
proposal must be submitted in writing and must be received at 3102 Oak Lawn,
Suite 215, Dallas, Texas 75219, Attention: Corporate Secretary, no later than
the close of business on December 31, 2001.

ANNUAL REPORT

The Company's Annual Report on Form 10-K containing its financial
statements for the fiscal year ended December 31, 2000, has been mailed
concurrently herewith. The Annual Report to Stockholders is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material. Any stockholder who does not receive a copy of such Annual Report on
Form 10-K may obtain one by writing to the Company.

REPORT FILED WITH SECURITIES AND EXCHANGE COMMISSION

Any beneficial owner of securities of the Company whose proxy is hereby
solicited may request and receive without charge a copy of the Company's Annual
Report on Form 10-K, including the financial statements thereto, but excluding
exhibits and schedules, filed with the Securities and Exchange Commission. Such
request should be addressed to: Hispanic Broadcasting Corporation, 3102 Oak
Lawn, Suite 215, Dallas, Texas 75219, Attention: Corporate Secretary.

ACCOUNTANTS' FEES

For the year ended December 31, 2000, the Company paid KPMG LLP, its
independent auditors, the following amounts:

Audit and review fees $ 95,000
Financial information systems design
and implementation fees $ 0
All other fees $ 198,095

The Audit Committee concluded that the above mentioned non-audit
services did not adversely impact the independence of KPMG LLP.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.

By Order of the Board of Directors

McHenry T. Tichenor, Jr.
Chairman of the Board

Dallas, Texas
April 30, 2001

APPENDIX A

HISPANIC BROADCASTING CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

1. Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting,
and legal compliance.

2. Monitor the independence and performance of the Company's
independent auditors.

3. Provide an avenue of communication among the independent auditors,
management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access
to the independent auditors as well as anyone in the organization. The
Audit Committee has the ability to retain, at the Company's expense,
special legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the New York Stock
Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
nonexecutive directors, free from any relationship that would interfere
with the exercise of his or her independent judgment. All members of the
Committee shall have a basic understanding of finance and accounting and
be able to read and understand fundamental financial statements, and at
least one member of the Committee shall have accounting or related
financial management expertise.

Audit Committee members shall be appointed by the Board on recommendation
of the Nominating Committee. If an audit committee Chair is not
designated or present, the members of the Committee may designate a Chair
by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chair, should communicate with
management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors'
limited review procedures.

III. Audit Committee Responsibilities and Duties

REVIEW PROCEDURES

1. Review and reassess the adequacy of this Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgments.

A - 1

3. In consultation with management and the independent auditors, consider the
integrity of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps management has
taken to monitor, control, and report such exposures. Review significant
findings prepared by the independent auditors together with management's
responses including the status of previous recommendations.

4. Review with management and the independent auditors the company's quarterly
financial results prior to the release of earnings and/or the company's
quarterly financial statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in accordance with
SAS 61 (see item 9). The Chair of the Committee may represent the entire
Audit Committee for purposes of this review.

INDEPENDENT AUDITORS

5. The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the
Board of Directors the appointment of the independent auditors or approve
any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

8. Review the independent auditors audit plan -- discuss scope, staffing,
locations, reliance upon management, and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

LEGAL COMPLIANCE

11. On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's
financial statements, the Company's compliance with applicable laws and
regulations, and inquiries received from regulators or governmental
agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

12. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. The report should be included in the Company's annual
proxy statement.

13. Perform any other activities consistent with this Charter, the Company's
by-laws, and governing law, as the Committee or the Board deems necessary
or appropriate.

14. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A - 2

HISPANIC BROADCASTING CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD JUNE 29, 2001

The undersigned hereby appoints McHenry T. Tichenor, Jr. and Jeffrey T.
Hinson, and each of them, proxies of the undersigned with full power of
substitution for and in the name, place and stead of the undersigned to appear
and act for and to vote all shares of Class A Common Stock of HISPANIC
BROADCASTING CORPORATION standing in the name of the undersigned or with respect
to which the undersigned is entitled to vote and act at the Annual Meeting of
Stockholders of said Company to be held in Dallas, Texas on June 29, 2001 at
10:00 a.m. local time, or at any adjournments or postponements thereof, with all
powers the undersigned would possess if then personally present, as indicated on
the reverse side.

THIS UNDERSIGNED ACKNOWLEDGES RECEIPT OF NOTICE OF SAID MEETING AND
ACCOMPANYING PROXY STATEMENT AND OF THE 2000 ANNUAL REPORT ON FORM 10-K AND
RATIFIES AND CONFIRMS ALL ACTS THAT ANY OF THE SAID PROXY HOLDERS OR THEIR
SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

(Continued and to be dated and signed on the reverse side.)

HISPANIC BROADCASTING CORPORATION

1. ELECTION OF DIRECTORS FOR all five nominees listed below [ ]
WITHHOLD AUTHORITY to vote for all five
nominees below [ ]
EXCEPTIONS* [ ]

Nominees: McHenry T. Tichenor, Jr. McHenry T. Tichenor Robert W. Hughes
James M. Raines Ernesto Cruz

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.) *Exceptions:
__________________________________________________________________

2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S)
THEREOF.

Please sign your name exactly as it appears hereon. Joint owners should
sign personally. Attorney, Executor, Administrator, Trustee or Guardian should
indicate full title.

Dated:____________________________________, 2001

- -----------------------------------------------
Stockholder's signature

- -----------------------------------------------
Stockholder's signature if stock held jointly

SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Votes MUST be indicated (X) in Black or Blue Ink.