AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1999

REGISTRATION NO. 333-85519
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPANISH BROADCASTING SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4832 13-3827791
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

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SEE TABLE OF ADDITIONAL REGISTRANTS
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RAUL ALARCON, JR.
3191 CORAL WAY 3191 CORAL WAY
MIAMI, FLORIDA 33145 MIAMI, FLORIDA 33145
(305) 441-6901 (305) 441-6901
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE INCLUDING AREA CODE, OF AGENT FOR SERVICE)
OFFICES)

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COPIES TO:

JASON L. SHRINSKY, ESQ. BONNIE A. BARSAMIAN, ESQ.
WILLIAM E. WALLACE, JR., ESQ. G. DAVID BRINTON, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP ROGERS & WELLS LLP
425 PARK AVENUE 200 PARK AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10166
(212) 836-8000 (212) 878-8000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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2

TABLE OF ADDITIONAL REGISTRANTS

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STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER
NAME INCORPORATION CLASSIFICATION NUMBER IDENTIFICATION NUMBER
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Spanish Broadcasting System of California,
Inc. ........................................... California 4832 92-3952357
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Spanish Broadcasting System Network, Inc. ...... New York 4899 13-3511101
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SBS Promotions, Inc. ........................... New York 7999 13-3456128
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SBS Funding, Inc. .............................. Delaware 6159 52-6999475
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Alarcon Holdings, Inc. ......................... New York 6512 13-3475833
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SBS of Greater New York, Inc. .................. New York 4832 13-3888732
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Spanish Broadcasting System of Florida, Inc. ... Florida 4832 58-1700848
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Spanish Broadcasting System of Greater Miami,
Inc. ........................................... Delaware 4832 65-0774450
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Spanish Broadcasting System of Puerto Rico,
Inc. ........................................... Delaware 4832 52-2139546
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Spanish Broadcasting System, Inc. .............. New Jersey 4832 13-3181941
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Spanish Broadcasting System of Illinois,
Inc. ........................................... Delaware 4832 36-4174296
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Spanish Broadcasting System of San Antonio,
Inc. ........................................... Delaware 4832 65-082076
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Spanish Broadcasting System of Puerto Rico,
Inc. ........................................... Puerto Rico 4832 66-0564244
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of estimated expenses in connection
with the issuance and sale of the securities being registered by this
registration statement.

Securities and Exchange Commission registration fee......... $ 65,330.00
Printing.................................................... 75,000.00
Accounting fees and expenses................................ 325,000.00
Legal fees and expenses..................................... 450,000.00
Blue sky fees and expenses.................................. --
Miscellaneous............................................... 84,670.00
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Total............................................. $1,000,000.00
=============

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or complete action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Our third amended and restated certificate of incorporation has a provision
which limits the liability of directors and officers to us to the maximum extent
permitted by Delaware law. The third amended and restated certificate of
incorporation specifies that our directors and officers will not be personally
liable for monetary damages for breach of fiduciary duty as a director or
officer, as applicable. This limitation does not apply to actions by a director
or officer that do not meet the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Company to indemnify such
director or officer.

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Additionally, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of SBS pursuant to this prospectus, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Our amended and restated by-laws provide for indemnification of directors
and officers (and others) in the manner, under the circumstances and to the
fullest extent permitted by the Delaware General Corporation Law. This generally
authorizes indemnification as to all expenses incurred or imposed as a result of
actions, suits or proceedings if the indemnified parties act in good faith and
in a manner they reasonably believe to be in or not opposed to the best
interests of SBS. Upon completion of the Class A Common Stock offering, it is
intended that each director will enter into an indemnification agreement with us
that provides for indemnification to the fullest extent provided by law. We
believe that these provisions are necessary or useful to attract and retain
qualified persons as directors and officers.

We have obtained insurance for the benefit of our directors and officers
that provides for coverage of up to $100.0 million.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On March 25, 1996 we sold 37,500 shares of our redeemable series A
preferred stock and $35.0 million of our 12 1/4% senior secured notes due 2001,
in a transaction not registered under the Securities Act in reliance upon the
exemption provided in Section 4(2) of the Securities Act. We also issued to the
holders of the preferred stock and notes warrants to purchase, in the aggregate,
6% of our common stock on a fully diluted basis which are exercisable no later
than June 29, 1998. We received gross proceeds of $72.5 million from this
offering. The securities were sold to certain qualified institutional buyers
through CIBC Wood Gundy Securities Corp., as exclusive placement agent.

In June 1996, September 1996 and December 1996, we elected to satisfy
interest due on the notes through the issuance of $3,384,843 additional notes
issued at face value. In June 1996, September 1996 and December 1996, we elected
to satisfy the dividends due of $3,773,000 through the issuance of 3,773
additional shares of preferred stock. On March 27, 1997, the notes, the
preferred stock and the warrants were repurchased or redeemed by SBS.

In lieu of paying dividends on the senior preferred stock, we paid
dividends in the form of shares of senior preferred stock on each of September
15, 1997, March 15, 1998 and September 15, 1998 of 11,706, 13,303 and 14,251,
respectively.

On March 27, 1997, we sold 175,000 units comprised of 175,000 shares of our
series A senior exchangeable preferred stock, liquidation preference $1,000 per
share, and warrants to purchase 74,900 shares of our Class B Common Stock, par
value $.01 per share and (b) $75.0 million aggregate principal amount of our 11%
notes due 2004 in transactions not registered under the Securities Act, in
reliance upon the exemption provided in Section 4(2) of the Act. We received
gross proceeds of $250,000,000 from these offerings. The securities were sold to
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certain qualified institutional buyers through CIBC Wood Gundy Securities Corp.,
as exclusive placement agent.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

1.1 Form of Underwriting Agreement with Lehman Brothers Inc. and
CIBC World Markets Corp., dated October , 1999.
3.1 Third Amended and Restated Certificate of Incorporation of
the Company, dated September 29, 1999 (Exhibit A to this
exhibit 3.1 is incorporated by reference to the Company's
Current Report on Form 8-K, dated March 25, 1996 (the
"Current Report")).*
3.2 Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Company, dated September
29, 1999.*
3.3 Amended and Restated By-Laws of the Company.*
4.1 Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999. (See
Exhibit 3.1)
4.2 Certificate of Designation filed as Exhibit A to the Third
Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999. (See Exhibit 3.1)
4.3 Indenture dated June 29, 1994 among the Company, IBJ
Schroder Bank & Trust Company, as Trustee, the Guarantors
named therein and the Purchasers named therein (incorporated
by reference to Exhibit 4.1 of the Company's 1994
Registration Statement on Form S-4, the "1994 Registration
Statement").
4.4 First Supplemental Indenture dated as of March 25, 1996 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.5 Second Supplemental Indenture dated as of March 21, 1997 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.6 Supplemental Indenture dated as of October 21, 1999 to the
Indenture dated as of June 29, 1994 among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee.
4.7 Indenture dated as of March 15, 1997, among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.8 Supplemental Indenture dated as of October 15, 1999 to the
Indenture dated as of March 15, 1997, among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee.
4.9 Exchange Debenture Indenture dated as of March 15, 1997,
among the Company, the Guarantors named therein and , U.S.
Trust Company of New York, as Trustee, (incorporated by
reference to the Current Report).

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* Previously filed.
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4.10 Form of Indenture with respect to % Senior Subordinated
Notes due 2009 with The Bank of New York, as Trustee, dated
, 1999.
5.1 Form of Opinion of Kaye, Scholer, Fierman, Hays & Handler,
LLP regarding legality.
10.1 Securities Purchase Agreement dated as of March 24, 1997
among the Company, the Guarantors named therein and CIBC
Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report).
10.2 Unit Agreement dated as of March 15, 1997 among the Company,
the Guarantors and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the Current Report).
10.3 Warrant Agreement dated as of March 15, 1997 among the
Company and IBJ Schroder Bank & Trust Company, as Warrant
Agent (incorporated by reference to the Current Report).
10.4 Common Stock Registration Rights and Stockholders Agreement
dated as of March 15, 1997 among the Company, certain
Management Stockholders named therein and CIBC Wood Gundy
Securities Corp., as Initial Purchaser (incorporated by
reference to the Current Report).
10.5 Notes Registration Rights Agreement dated as of March 15,
1997 among the Company, the Guarantors named therein and
CIBC Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report).
10.6 Preferred Stock Registration Rights Agreement dated as of
March 15, 1997 among the Company, the Guarantors named
therein and CIBC Wood Gundy Securities Corp., as Initial
Purchaser (incorporated by reference to the Current Report).
10.7 National Radio Sales Representation Agreement dated as of
February 3, 1997 between Caballero Spanish Media, L.L.C. and
the Company (incorporated by reference to the Current
Report).
10.8 Common Stock Registration Rights and Stockholders Agreement
dated as of June 29, 1994 among the Company, certain
Management Stockholders named therein and each of the
purchasers named therein (incorporated by reference to the
1994 Registration Statement).
10.09 Amended and Restated Employment Agreement dated as of
October 25, 1999, by and between the Company and Raul
Alcaron, Jr.
10.10 Employment Agreement dated February 5, 1997 between Carey
Davis and the Company.
10.11 Employment Agreement dated as of October 25, 1999, by and
between the Company and Joseph A. Garcia.
10.12 Employment Agreement dated as of October 25, 1999, by and
between the Company and Luis Diaz-Albertini.
10.13 Employment Agreement, dated April 1, 1999, between Spanish
Broadcasting System of Greater Miami, Inc. and Jesus Salas.
10.14 Letter Agreement dated January 13, 1997 between the Company
and Caballero Spanish Media, LLC (incorporated by reference
to the Current Report).
10.15 1994 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.4 of the 1994 Registration
Statement).

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* Previously filed.
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10.16 Ground Lease dated December 18, 1995 between Louis Viola
Company and SBS-NJ (incorporated by reference to the 1996
Current Report).
10.17 Ground Lease dated December 18, 1995 between Frank F. Viola
and Estate of Thomas C. Viola and SBS-NJ (incorporated by
reference to the 1996 Current Report).
10.18 Lease and License Agreement dated February 1, 1991 between
Empire State Building Company, as landlord, and SBS-NY, as
tenant (incorporated by reference to Exhibit 10.15.1 of the
1994 Registration Statement).
10.19 Modification of Lease and License dated June 30, 1992
between Empire State Building Company and SBS-NY related to
WSKQ-FM (incorporated by reference to Exhibit 10.15.2 of the
1994 Registration Statement).
10.20 Lease and License Modification and Extension Agreement dated
as of June 30, 1992 between Empire State Building Company,
as landlord, and SBS-NY as tenant (incorporated by reference
to Exhibit 10.15.3 of the 1994 Registration Statement).
10.21 Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Sr. to SBS-NJ in the principal amount of $577,323
(incorporated by reference to Exhibit 10.26 to the Company's
1995 Annual Report on Form 10-K).
10.22 Promissory Note, dated as of December 31, 1995 of Raul
Alarcon, Jr. to SBS-NJ in the principal amount of $1,896,913
(incorporated by reference to Exhibit 10.27 to the Company's
1995 Annual Report on Form 10-K).
10.23 Lease Agreement dated June 1, 1992 among Pablo Raul Alarcon,
Sr., Raul Alarcon, Jr., and SBS-Fla (incorporated by
reference to Exhibit 10.30 of the 1994 Registration
Statement).
10.24 Indenture dated October 12, 1988 between Alarcon Holdings,
Inc. and SBS-NJ related to the studio located at 26 West
56th Street, NY, NY (incorporated by reference to Exhibit
10.32 of the 1994 Registration Statement).
10.25 Agreement of Lease dated as of March 1, 1996. No.
WT-1744-A119 1067 between The Port Authority of New Jersey
and SBS-GNY as assignee of Park Radio (incorporated by
reference to the 1996 Current Report).
10.26 Asset Purchase Agreement dated as of July 2, 1997, by and
between Spanish Broadcasting System, Inc. (New Jersey),
Spanish Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
reference to Exhibit 10.62 of the Company's Registration
Statement on Form S-4 (Commission File No. 333-26295)).
10.27 Amendment No. 1 dated as of September 29, 1997 to the Asset
Purchase Agreement dated as of July 2, 1997, by and between
Spanish Broadcasting System, Inc. (New Jersey), Spanish
Broadcasting System of California, Inc., Spanish
Broadcasting System of Florida, Inc., Spanish Broadcasting
System, Inc., and One-on-One Sports, Inc. (incorporated by
referent to the Company's Registration Statement on Form
S-1, dated January 21, 1999).
10.28 Promissory Note dated July 16, 1997 of Raul Alarcon, Jr. to
the Company in the principal amount of $1,050,229.63
(incorporated by reference to Exhibit 10.63 of the Company's
Registration Statement on Form S-4 (Commission File No.
333-26295)).

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* Previously filed.
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10.29 Asset Purchase Agreement dated January 28, 1998 by and between Spanish Broadcasting System of San Antonio,
Inc. and Radio KRIO, Ltd. (incorporated by reference to the Company's Form 10-Q dated February 12, 1998).
10.30 Asset Purchase Agreement dated June 16, 1998 by and between Spanish Broadcasting System of Puerto Rico,
Inc. and Pan Caribbean Broadcasting Corporation (incorporated by reference to the Company's Form 10-Q
dated July 12, 1998).
10.31 Extension of lease of a Condominium Unit (Metropolitan Tower Condominium) between Raul Alarcon, Jr.
("Landlord") and Spanish Broadcasting System, Inc. ("Tenant") (incorporated by reference to the Company's
1998 Annual Report on Form 10-K).
10.32 Asset Purchase Agreement dated January 8, 1999 by and between Spanish Broadcasting System of Puerto Rico,
Inc. and Guayama Broadcasting Company, Inc. and LaMega Estacion, Inc. (incorporated by reference to the
Company's Registration Statement on Form S-1, dated January 21, 1999).
10.33 Stock Purchase Agreement among JuJu Media, Inc., each of the individual sellers, and Spanish Broadcasting
System, Inc., dated April 26, 1999.*
10.34 Asset Purchase Agreement, dated as of October 25, 1999, by and between Spanish Broadcasting System of
Florida, Inc. and Pablo Raul Alarcon, Sr.
10.35 Form of Indemnification Agreement.*
10.36 Spanish Broadcasting System 1999 Stock Option Plan.
10.37 Spanish Broadcasting System 1999 Company Stock Option Plan for Nonemployee Directors.
10.38 Time Brokerage Agreement, dated as of October 25, 1999, by and between Spanish Broadcasting System of
Florida, Inc. and Pablo Raul Alarcon, Sr.
10.39 Form of Lock-up Letter Agreement.
10.40 Form of Option Grant not under Stock Option Plans.
12.1 Statement re: Computation of Ratios.*
13.1 Annual Report of the Company (incorporated by reference to the Company's 1998 Annual Report on Form 10-K).
21.1 List of Subsidiaries of the Company.*
23.1 Consent of KPMG LLP.*
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP (included in Exhibit 5.1).
23.3 Consent of Roman Martinez IV.*
23.4 Consent of Jason L. Shrinsky.*
24.1 Power of Attorney (included herein).
25.1 Statement of Eligibility of Trustee.

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* Previously filed.
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(b) FINANCIAL STATEMENT SCHEDULES

The financial statement schedule -- "Valuation and Qualifying
Accounts" -- appears on page F-31. All other schedules are omitted because they
either are not applicable or the required information is included in the
financial statements or corresponding notes appearing elsewhere in this
registration statement.

ITEM 17. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
SBS pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by SBS of
expenses incurred or paid by a director, officer or controlling person of SBS in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.

(b) We hereby undertake:

(1) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved in the
transaction, that was not the subject of and included in the registration
statement when it became effective.

(2) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

- To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

- To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;

- To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement

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relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SBS has duly
caused this Amendment No. 4 to Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 26th day of October, 1999.

SPANISH BROADCASTING
SYSTEM, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Form S-1 has been signed below by the following persons in the
capacities indicated on the 26th day of October, 1999. Each person whose
signature appears below hereby authorizes Raul Alarcon, Jr. and Joseph A.
Garcia, and each of them, as attorney-in-fact, to sign and file in his behalf,
individually and in each capacity stated below, all amendments and
post-effective amendments to this registration statement.

SIGNATURE
---------

* Chief Executive Officer, President and a
- -------------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Executive Vice President, Chief
- -------------------------------------------------------- Financial Officer, and Assistant
Joseph A. Garcia Secretary (principal financial and
accounting officer)

* Chairman of the Board of Directors
- --------------------------------------------------------
Pablo Raul Alarcon, Sr.

* Secretary and a Director
- --------------------------------------------------------
Jose Grimalt

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

* The undersigned by signing his name hereto, does hereby sign and execute this
Amendment No. 4 to the Form S-1 Registration Statement on behalf of the above
named officers and directors of the Company pursuant to the Power of Attorney
executed by such officers and directors previously filed with the Securities
and Exchange Commission.

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of California, Inc. has duly caused this Amendment No. 4 to
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING
SYSTEM OF CALIFORNIA, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
- -------------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Executive Vice President, Chief
- -------------------------------------------------------- Financial Officer, Treasurer and
Joseph A. Garcia Assistant Secretary (principal
financial and accounting officer)

* Chairman of the Board of Directors
- --------------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
- --------------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System Network, Inc. has duly caused this Amendment No. 4 to Form
S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 26th day of October, 1999.

SPANISH BROADCASTING
SYSTEM NETWORK, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Executive Vice President, Chief
--------------------------------------------------- Financial Officer, Treasurer and
Joseph A. Garcia Assistant Secretary (principal
financial and accounting officer)

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SBS Promotions,
Inc. has duly caused this Amendment No. 4 to Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 26th day of October, 1999.

SBS PROMOTIONS, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-12
15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SBS Funding,
Inc., has duly caused this Amendment No. 4 to Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 26th day of October, 1999.

SBS FUNDING, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: President

SIGNATURE
---------

* President and a Director (principal
--------------------------------------------------- executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Vice President, Chief Financial Officer,
--------------------------------------------------- and Assistant Secretary (principal
Joseph A. Garcia financial and accounting officer)

* Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-13
16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Alarcon
Holdings, Inc. has duly caused this Amendment No. 4 to Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 26th day of October, 1999.

ALARCON HOLDINGS, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Vice President, Chief Financial Officer,
--------------------------------------------------- Treasurer and Assistant Secretary
Joseph A. Garcia (principal financial and accounting
officer)

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Executive Vice President, Secretary and
--------------------------------------------------- a Director
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-14
17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SBS of Greater
New York, Inc. has duly caused this Amendment No. 4 to Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 26th day of October, 1999.

SBS OF GREATER
NEW YORK, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-15
18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of Florida, Inc. has duly caused this Amendment No. 4 to
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING
SYSTEM OF FLORIDA, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-16
19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of Greater Miami, Inc. has duly caused this Amendment No. 4
to Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING SYSTEM
OF GREATER MIAMI, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Executive Vice President, Chief
--------------------------------------------------- Financial Officer, Treasurer and
Joseph A. Garcia Secretary (principal financial and
accounting officer)

* Director
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-17
20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of Puerto Rico, Inc. has duly caused this Amendment No. 4 to
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING SYSTEM
OF PUERTO RICO, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: President

SIGNATURE
---------

* President and a Director (principal
--------------------------------------------------- executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Vice President and Assistant Secretary
--------------------------------------------------- (principal financial and accounting
Joseph A. Garcia officer)

* Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-18
21

SIGNATURES

SPANISH BROADCASTING SYSTEM
OF PUERTO RICO, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: President

SIGNATURE
---------

* President and a Director (principal
--------------------------------------------------- executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Vice President, Assistant Secretary and
--------------------------------------------------- a director (principal financial and
Joseph A. Garcia accounting officer)

* Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-19
22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System, Inc., a New Jersey corporation, has duly caused this
Amendment No. 4 to Form S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
26th day of October, 1999.

SPANISH BROADCASTING
SYSTEM, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
--------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

* Chairman of the Board of Directors
---------------------------------------------------
Pablo Raul Alarcon, Sr.

* Vice President, Secretary and a Director
---------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-20
23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of Illinois, Inc. has duly caused this Amendment No. 4 to
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING SYSTEM
OF ILLINOIS, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
- -------------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

/s/ JOSEPH A. GARCIA Executive Vice President, Chief
- -------------------------------------------------------- Financial Officer, Treasurer and
Joseph A. Garcia Secretary (principal financial and
accounting officer)

* Director
- --------------------------------------------------------
Pablo Raul Alarcon, Sr.

* Director
- --------------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-21
24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spanish
Broadcasting System of San Antonio, Inc. has duly caused this Amendment No. 4 to
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 26th day of
October, 1999.

SPANISH BROADCASTING SYSTEM
OF SAN ANTONIO, INC.

By: *
------------------------------------
Name: Raul Alarcon, Jr.
Title: Chief Executive Officer and
President

SIGNATURE
---------

* Chief Executive Officer, President and a
- -------------------------------------------------------- Director (principal executive officer)
Raul Alarcon, Jr.

* Director
- --------------------------------------------------------
Pablo Raul Alarcon, Sr.

* Director
- --------------------------------------------------------
Jose Grimalt

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

/s/ JOSEPH A. GARCIA
---------------------------------------------------
Joseph A. Garcia

II-22
25

EXHIBIT INDEX

EXHIBIT
NO.
- -------

1.1 Form of Underwriting Agreement with Lehman Brothers Inc. and
CIBC World Markets Corp., dated October , 1999.
3.1 Third Amended and Restated Certificate of Incorporation of
the Company, dated September 29, 1999 (Exhibit A to this
Exhibit 3.1 is incorporated by reference to the Company's
Current Report on Form 8-K, dated March 25, 1996 (the
"Current Report")).*
3.2 Certificate of Amendment to the Third Amended and Restated
Certificate of Incorporation of the Company, dated September
29, 1999.*
3.3 Amended and Restated By-Laws of the Company.*
4.1 Article V of the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999. (See
Exhibit 3.1)
4.2 Certificate of Designation filed as Exhibit A to the Third
Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999. (See Exhibit 3.1)
4.3 Indenture dated June 29, 1994 among the Company, IBJ
Schroder Bank & Trust Company, as Trustee, the Guarantors
named therein and the Purchasers named therein (incorporated
by reference to Exhibit 4.1 of the Company's 1994
Registration Statement on Form S-4, the "1994 Registration
Statement").
4.4 First Supplemental Indenture dated as of March 25, 1996 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.5 Second Supplemental Indenture dated as of March 21, 1997 to
the Indenture dated as of June 29, 1994 among the Company,
the Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.6 Supplemental Indenture dated as of October 21, 1999 to the
Indenture dated as of June 29, 1994 among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee.
4.7 Indenture dated as of March 15, 1997, among the Company, the
Guarantors named therein and IBJ Schroder Bank & Trust
Company, as Trustee (incorporated by reference to the
Current Report).
4.8 Supplemental Indenture dated as of October 15, 1999 to the
Indenture dated as of March 15, 1997, among the Company, the
Guarantors named therein and, IBJ Schroder Bank & Trust
Company, as Trustee.
4.9 Exchange Debenture Indenture dated as of March 15, 1997,
among the Company, the Guarantors named therein and U.S.
Trust Company of New York, as Trustee (incorporated by
reference to the Current Report).
4.10 Form of Indenture with respect to % Senior Subordinated
Notes due 2009 with The Bank of New York, as Trustee, dated
, 1999.
5.1 Form of Opinion of Kaye, Scholer, Fierman, Hays & Handler,
LLP regarding legality.

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

* Previously filed.

EXHIBIT
NO.
- -------

10.1 Securities Purchase Agreement dated as of March 24, 1997
among the Company, the Guarantors named therein and CIBC
Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report).
10.2 Unit Agreement dated as of March 15, 1997 among the Company,
the Guarantors and IBJ Schroder Bank & Trust Company, as
Trustee (incorporated by reference to the Current Report).
10.3 Warrant Agreement dated as of March 15, 1997 among the
Company and IBJ Schroder Bank & Trust Company, as Warrant
Agent (incorporated by reference to the Current Report).
10.4 Common Stock Registration Rights and Stockholders Agreement
dated as of March 15, 1997 among the Company, certain
Management Stockholders named therein and CIBC Wood Gundy
Securities Corp., as Initial Purchaser (incorporated by
reference to the Current Report).
10.5 Notes Registration Rights Agreement dated as of March 15,
1997 among the Company, the Guarantors named therein and
CIBC Wood Gundy Securities Corp., as Initial Purchaser
(incorporated by reference to the Current Report).
10.6 Preferred Stock Registration Rights Agreement dated as of
March 15, 1997 among the Company, the Guarantors named
therein and CIBC Wood Gundy Securities Corp., as Initial
Purchaser (incorporated by reference to the Current Report).
10.7 National Radio Sales Representation Agreement dated as of
February 3, 1997 between Caballero Spanish Media, L.L.C. and
the Company (incorporated by reference to the Current
Report).
10.8 Common Stock Registration Rights and Stockholders Agreement
dated as of June 29, 1994 among the Company, certain
Management Stockholders named therein and each of the
purchasers named therein (incorporated by reference to the
1994 Registration Statement).
10.09 Amended and Restated Employment Agreement dated as of
October 25, 1999, by and between the Company and Raul
Alcaron, Jr.
10.10 Employment Agreement dated February 5, 1997 between Carey
Davis and the Company.
10.11 Employment Agreement dated as of October 25, 1999, by and
between the Company and Joseph A. Garcia.
10.12 Employment Agreement dated as of October 25, 1999, by and
between the Company and Luis Diaz-Albertini.
10.13 Employment Agreement, dated April 1, 1999, between Spanish
Broadcasting System of Greater Miami, Inc. and Jesus Salas.
10.14 Letter Agreement dated January 13, 1997 between the Company
and Caballero Spanish Media, LLC (incorporated by reference
to the Current Report).
10.15 1994 Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.4 of the 1994 Registration
Statement).

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

* Previously filed.

EXHIBIT
NO.
- -------

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

* Previously filed.

EXHIBIT
NO.
- -------

10.29 Asset Purchase Agreement dated January 28, 1998 by and
between Spanish Broadcasting System of San Antonio, Inc. and
Radio KRIO, Ltd. (incorporated by reference to the Company's
Form 10-Q dated February 12, 1998).
10.30 Asset Purchase Agreement dated June 16, 1998 by and between
Spanish Broadcasting System of Puerto Rico, Inc. and Pan
Caribbean Broadcasting Corporation (incorporated by
reference to the Company's Form 10-Q dated July 12, 1998).
10.31 Extension of lease of a Condominium Unit (Metropolitan Tower
Condominium) between Raul Alarcon, Jr. ("Landlord") and
Spanish Broadcasting System, Inc. ("Tenant") (incorporated
by reference to the Company's 1998 Annual Report on Form
10-K).
10.32 Asset Purchase Agreement dated January 8, 1999 by and
between Spanish Broadcasting System of Puerto Rico, Inc. and
Guayama Broadcasting Company, Inc. and LaMega Estacion, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-1, dated January 21, 1999).
10.33 Stock Purchase Agreement among JuJu Media, Inc., each of the
individual sellers, and Spanish Broadcasting System, Inc.,
dated April 26, 1999.*
10.34 Asset Purchase Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc. and
Pablo Raul Alarcon, Sr.
10.35 Form of Indemnification Agreement.*
10.36 Spanish Broadcasting System 1999 Stock Option Plan.
10.37 Spanish Broadcasting System 1999 Company Stock Option Plan
for Nonemployee Directors.
10.38 Time Brokerage Agreement, dated as of October 25, 1999, by
and between Spanish Broadcasting System of Florida, Inc. and
Pablo Raul Alarcon, Sr.
10.39 Form of Lock-up Letter Agreement.
10.40 Form of Option Grant not under Stock Option Plans.
12.1 Statement re: Computation of Ratios.*
13.1 Annual Report of the Company (incorporated by reference to
the Company's 1998 Annual Report on Form 10-K).
21.1 List of Subsidiaries of the Company.*
23.1 Consent of KPMG LLP.*
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
23.3 Consent of Roman Martinez IV.*
23.4 Consent of Jason L. Shrinsky.*
24.1 Power of Attorney (included herein).
25.1 Statement of Eligibility of Trustee.

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

* Previously filed.