SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 11)¹

Entravision Communications Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class and Securities)

29382R 10 7

(CUSIP Number of Class of Securities)

C. Douglas Kranwinkle

Univision Communications Inc.

605 Third Avenue, 12^th Floor,

New York, NY 10158

212-455-5200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 26, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240 13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29382R 10 7 Page 2 of 6 Pages

1.	NAMES OF REPORTING PERSONS             Univision Communications Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*             BK, WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or (2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware Corporation

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 9,352,729
	8.    SHARED VOTING POWER                 0
	9.    SOLE DISPOSITIVE POWER                 9,352,729
	10.    SHARED DISPOSITIVE POWER                 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             9,352,729
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)             15.19%
14.	TYPE OF REPORTING PERSON*             CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 29382R 10 7 Page 3 of 6 Pages

Explanatory Note

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amends the following items on Amendment No. 11 to the Schedule 13D originally filed by the Reporting Person on March 30, 2007. The filing of this Schedule 13D is not, and should not be, an admission that such Schedule 13D is required to be filed.

Item 2. Identity and Background

This statement is being filed by Univision Communications, Inc., a Delaware corporation (“Univision”). The business address for Univision is 605 Third Avenue, 12^th Floor, New York, New York 10158.

For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of Univision, reference is made to Schedule I hereto and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number of securities to which this Schedule 13D relates is 9,352,729 shares of Class U common stock (the “Securities”) representing 15.19% of the outstanding 61,573,577 shares of Entravision Communication Corporation’s (the “Issuer”) Class A common stock (assuming the Issuer’s Class U common stock, but not the Issuer’s Class B common stock, are converted) as of March 26, 2009. All of the Securities are shares of Class U common stock of the Issuer that are automatically converted into shares of Class A common stock of the Issuer in connection with any transfer by the Reporting Person to a third party that is not an affiliate of the Reporting Person, in accordance with the Issuer’s Second Amended and Restated Certificate of Incorporation. The conversion ratio is 1:1. The Securities represent approximately 9.94% of the Issuer’s Class A common stock assuming conversion of the Class B common stock and Class U common stock and the exercise of all outstanding options and restricted stock units as of March 26, 2009.

(b) The Reporting Person has sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the Securities.

(c) On March 26, 2009, Thomas Weisel Partners LLC purchased 6,300,000 shares of Class U common stock from Univision at a price of $0.35 per share, for an aggregate purchase price of $2,205,000. Besides this transaction, the Reporting Person has not engaged in any transactions with respect to the Issuer’s Class U common stock or Class A common stock in the past 60 days.

(d) No person other than Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of the Securities.

(e) Not applicable.

CUSIP No. 29382R 10 7 Page 4 of 6 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Person and Thomas Weisel Partners LLC (“TWP”) entered into that certain Stock Purchase Agreement as of March 26, 2009 (the “Agreement”), whereby Reporting Person agreed to sell 6,300,000 shares of Class U Common Stock which were converted into 6,300,000 shares of Class A Common Stock (the “Purchased Shares”) to TWP.

Under the terms of the Agreement, over a period following the date of the Agreement, Univision may be entitled to receive or may be required to pay, an amount based upon the net proceeds from the sale of the Purchased Shares by TWP.

Item 7. Materials to be filed as Exhibits

* Exhibit 1 - Stock Purchase Agreement entered into as of March 26, 2009, by and between Univision Communications Inc and Thomas Weisel Partners LLC.

* Confidential treatment has been requested for portions of this exhibit. Portions of this document have been omitted and submitted separately to the Securities and Exchange Commission.

CUSIP No. 29382R 10 7 Page 5 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2009

Univision Communications Inc.
By:	/s/    Andrew W. Hobson
Name:	Andrew W. Hobson
Title:	Senior Executive Vice President and Chief Financial Officer

CUSIP No. 29382R 10 7 Page 6 of 6 Pages

Schedule I

INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF UNIVISION

COMMUNICATIONS, INC.

The following sets forth as to each of the executive officers and directors of Univision: his or her name; his or her business address; his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. The business address of each of the executive officers is 605 Third Avenue, 12^th Floor, New York, New York 10158. The business address of the directors affiliated with Madison Dearborn Partners, LLC is Three First National Plaza, Suite 3800, Chicago, Illinois, 60602. The business address of the directors affiliated with TPG Capital is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. The business address of the directors affiliated with Saban Capital Group is 10100 Santa Monica Boulevard, Los Angeles, California 90067. The business address of the directors affiliated with Providence Equity Partners, Inc. is 50 Kennedy Plaza, 11^th Floor, Providence, Rhode Island 02903. To the knowledge of the undersigned, each individual specified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

Executive Officers	Principal Occupation
Joseph Uva	Chief Executive Officer
Andrew W. Hobson	Senior Executive Vice President, Treasurer and Chief Financial Officer
C. Douglas Kranwinkle	Executive Vice President - Law and Secretary
Ray Rodriguez	President and Chief Operating Officer
Peter H. Lori	Senior Vice President, Controller and Chief Accounting Officer
Cesar Conde	Executive Vice President and Chief Strategy Officer
Directors	Principal Occupation
Zaid Alsikafi	Director, Madison Dearborn Partners, LLC
David Bonderman	Founding Partner, TPG Capital
Adam Chesnoff	President and Chief Operating Officer, Saban Capital Group, Inc.
Henry G. Cisneros	Founder and Chairman of CityView America
Michael P. Cole	Managing Director, Madison Dearborn Partners, LLC
Kelvin L. Davis	Senior Partner, TPG Capital
Albert J. Dobron	Managing Director, Providence Equity Partners, Inc.
Gloria Estefan	Entertainer
Mark J. Masiello	Managing Director, Providence Equity Partners, Inc.
Jonathan M. Nelson	President & Chief Executive Officer, Providence Equity Partners, Inc.
James N. Perry, Jr.	Managing Director, Madison Dearborn Partners, LLC
David Trujillo	Principal, TPG Capital
Haim Saban	Chairman and Chief Executive Officer, Saban Capital Group
Joseph Uva	Chief Executive Officer of Univision

EX-1

Exhibit 1

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “****.” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 26, 2009, by and between UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “Seller”), and THOMAS WEISEL PARTNERS LLC, a Delaware limited liability company (the “Purchaser”).

RECITALS:

WHEREAS, on the date hereof, the Seller owns and desires to sell an aggregate of 6,300,000 shares (the “Shares”) of the Class U common stock, par value $0.0001 per share, of Entravision Communications Corporation, a Delaware corporation (the “Company”);

WHEREAS, the Seller wishes to sell the Shares to Purchaser and the Purchaser wishes to purchase the Shares; and

WHEREAS, the Seller and the Purchaser desire to enter into this Agreement in order to evidence the purchase and sale of the Shares.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF SHARES

1.1 Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to the Purchaser in reliance on Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”), the Shares for an amount equal to $2,205,000 (the “Purchase Price”). The Seller shall promptly, but no later than 7 days from the date of this Agreement, cause the Company to deliver to the Purchaser a book-entry statement evidencing registration in the Purchaser’s name, in the records maintained by the Company’s transfer agent, of 6,300,000 shares of the Class A common stock, par value $0.0001 per share of the Company (the “Purchased Shares”), without any transfer legends or restrictions of any kind.

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1.2 Purchase Price and Payment. The Purchaser will, on the date of this Agreement, or as soon as practicable thereafter, pay to the Seller the Purchase Price, in immediately available U.S. funds by wire transfer to the following account:

Bank:	Bank of America
Address:	P.O. Box 2016 100 Federal Street Boston, MA 02106
ABA #:	****
Acct:	****
Acct #:	****

1.3 Opinion of Counsel. The Seller will deliver to the Purchaser a written opinion of Seller’s counsel reasonably satisfactory to the Purchaser with respect to the matters set forth in Exhibit A.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

2.1 Authorization. The Seller has the requisite power and authority to execute, deliver and perform this Agreement. This Agreement, when executed and delivered by the Seller, will constitute a valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.2 Compliance with Other Instruments. The execution, delivery and performance of and compliance with this Agreement by the Seller and the sale and transfer of the Shares and the subsequent conversion of the Shares to the Purchased Shares pursuant to the terms hereof will not result in any violation or breach by the Seller of any term of any indenture, mortgage, deed of trust or other agreement, instrument, court order, judgment, decree, statute, rule or regulation to which the Seller is a party or by which the Seller is bound or be in conflict with or constitute a default under any such term or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Seller.

2.3 Good Title. The Seller has good and marketable title to the Shares and has not sold, assigned, pledged, transferred, deposited under any agreement, or in any way hypothecated any of the Shares or any interest therein, or signed any power of attorney, or other authorization respecting same which is now outstanding and in force, or otherwise disposed of the same. No person, firm, corporation, agency or government other than the Seller has or has asserted any right, title, claim, equity or interest in, to or respecting the Shares or any proceeds thereof. The Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver all of the Shares hereunder and to cause the conversion of the Shares to the Purchased Shares, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever. Upon delivery of and payment for the Shares and the subsequent conversion of the Shares to the Purchased Shares hereunder, Purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever other than any such liens, encumbrances, equities, restrictions, security interests, voting trusts and other defects created or suffered to exist by Purchaser, and the Purchased Shares will be DTC eligible.

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2.4 Investment Experience; No Reliance on the Company; Economic Risk. The Seller has substantial investment experience so that the Seller has the capacity to protect its own interests and is fully capable of evaluating the merits and risks of its sale of the Shares hereunder. The Seller acknowledges that it has made its own decision to sell the Shares hereunder without reliance on any other party. The Seller represents that it has had a full, fair and complete opportunity to value the Shares. The Seller further acknowledges that the value of the Shares may increase or decrease substantially over time. In full understanding of the possibility that, at the present time or in the future, the Shares could be worth substantially more or less than the purchase price hereunder, the Seller has voluntarily entered into this Agreement and determined to sell the Shares hereunder.

2.5 Company Compliance with Certain Rule 144 Requirements. To the best of the Seller’s knowledge, (i) the Company is, and has been for period of at least 90 days immediately before the Closing, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (ii) for a period of at least 12 months preceding the Closing, the Company has filed all required reports under section 13 or 15(d) of the Exchange Act and has otherwise made available information sufficient to satisfy the current public information requirements set forth in Rule 144(c) promulgated under the Securities Act.

2.6 No Distribution. The Seller is not engaged in a distribution of the Shares and is not an underwriter with respect to the Shares.

2.7 Status of the Seller. The Seller is not and has not been within 90 days of this Agreement, an officer, director or “affiliate” of the Company for purposes of Rule 144, the Securities Act or the Rules and Regulations.

2.8 Status of Shares. The Shares are not “restricted securities” for purposes of Rule 144, the Securities Act or the Rules and Regulations, and the Purchased Shares acquired by the Purchaser pursuant to the terms of this Agreement will not be “restricted securities” for purposes of Rule 144, the Securities Act or the Rules and Regulations.

2.9 Status of Sale. The sale of the Purchased Shares by the Seller to the Purchaser is not a distribution under the Securities Act of 1933, as amended (the “Securities Act”), and the offer and sale of the Purchased Shares by the Purchaser in accordance with the terms of this Agreement are not required to be registered under the Securities Act.

2.10 Holding Period. The Seller has been the beneficial owner of the Shares for a period of at least one (1) year prior to the date of this Agreement.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

3.1 Authorization. The Purchaser has the requisite power and authority to execute, deliver and perform this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Compliance with Other Instruments. The execution, delivery and performance of and compliance with this Agreement by the Purchaser and the sale and transfer of the Shares pursuant to the terms hereof will not result in any violation or breach by the Purchaser of any term of any indenture, mortgage, deed of trust or other agreement, instrument, court order, judgment, decree, statute, rule or regulation to which the Purchaser is a party or by which the Purchaser is bound or be in conflict with or constitute a default under any such term or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Purchaser.

ARTICLE 4

RESALE OF SHARES

4.1 Resale by the Purchaser. It is the intent of the parties that Purchaser will sell all of the Purchased Shares in an orderly fashion ****. The Purchaser agrees to provide, upon the Seller’s reasonable request, documentation evidencing each sale of any of the Purchased Shares.

4.2 Payments Related to Resale. Upon reasonable request of the Seller, the Purchaser will provide to the Seller a document summarizing the daily and cumulative sales of the Purchased Shares, including the number of Purchased Shares sold and the amount of aggregate Gross Proceeds (as defined below). If the aggregate Gross Proceeds are greater than the Purchase Price, the Purchaser shall pay as soon as practicable following the earlier of the date on which the Purchaser has sold all of the Purchased Shares or the 3 month anniversary of the date of this Agreement (such date, the “Determination Date”) to the Seller an amount equal to (a) if the aggregate Gross Proceeds are **** in immediately available U.S. funds by wire transfer to the following account:

Bank:	Bank of America
Address:	P.O. Box 2016 100 Federal Street Boston, MA 02106
ABA #:	****
Acct:	****
Acct #:	****

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If the aggregate Gross Proceeds are less than the Purchase Price, the Seller shall pay as soon as practicable following the Determination Date to the Purchaser the amount by which the aggregate Gross Proceeds are less than the Purchase Price in immediately available U.S. funds by wire transfer to the following account:

Bank:	JPMorgan Chase
ABA #:	****
For the Account of:	****
For the Benefit of:	****
Acct #:	****

For purposes of this Section 4.2, “Gross Proceeds” means ****.

The Seller will pay to the Purchaser a fee of ****.

ARTICLE 5

INDEMNIFICATION

5.1 Indemnification. The Seller agrees to indemnify and hold harmless the Purchaser, its affiliates, the officers, directors, employees and agents of the Purchaser and its affiliates, and each other person or entity, if any, controlling the Purchaser or any of its affiliates (each, an “Indemnified Person”), from and against any losses, claims, damages, liabilities or expenses (including actions, claims or proceedings in respect thereof (collectively, “Proceedings”) brought by or against any person and the cost of any investigation and preparation therefore and defense thereof) arising out of or in connection with a breach of any of the Seller’s representations, warranties, covenants or agreements contained in this Agreement; provided that the Seller’s obligation to indemnify the Indemnified Persons pursuant to this Section 5.1 shall not exceed an amount equal to the sum of the Purchase Price plus the portion of the aggregate Gross Proceeds paid to the Seller pursuant to Section 4.2 above.

ARTICLE 6

MISCELLANEOUS

6.1 Further Acts. The Seller agree to execute any further instruments or perform any acts which are or may become reasonably necessary to carry out the intent of this Agreement to complete the sale of the Shares hereunder. Without limiting the generality of the foregoing, the Seller shall notify the Company of the consummation of the transactions contemplated hereby and shall execute such documents as the Company and/or its transfer agent may require to reflect the transfer of the record ownership of the Shares from the Seller to the Purchaser.

6.2 Waivers and Amendments. This Agreement may not be amended, supplemented or modified except by an agreement in writing signed by each of Seller and Purchaser. No waiver will be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

6.3 Severability. In the event that any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

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6.4 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the consummation of the transactions contemplated hereby.

6.5 Entire Agreement. This Agreement and the documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject hereof, and supersede any and all prior agreements and understandings between the parties with regard to the subject hereof.

6.6 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as they apply to contracts entered into and to be wholly performed within the State of California by residents of such state.

6.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

6.8 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be sent by overnight courier (a) to the Seller at Univision Communications Inc., 605 Third Avenue, 12^th Floor, Attn: Andrew W. Hobson, Chief Financial Officer, and (b) to the Purchaser at Thomas Weisel Partners LLC, One Montgomery Street, Suite 3700, San Francisco, CA 94104, Attn: Mark Fisher. All such notices and other communications shall be effective or deemed given upon two (2) business days after dispatch and a courtesy copy of the notice shall also be sent by electronic mail delivery.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first written above.

SELLER:
UNIVISION COMMUNICATIONS INC.
By:	/s/    ANDREW W. HOBSON
Name:	Andrew W. Hobson
Title:	Senior Executive Vice President and CFO
PURCHASER:
THOMAS WEISEL PARTNERS LLC
By:	/ s/    MICHAEL C. CHIEN
Name:	Michael C. Chien
Title:	Assistant Secretary and Associate General Counsel

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