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

                                  FORM 6-K

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

                        For the month of May, 2004

                            GRUPO TELEVISA, S.A.
             -------------------------------------------------
              (Translation of registrant's name into English)

     Av. Vasco de Quiroga No. 2000, Colonia Santa Fe 01210 Mexico, D.F.
   ---------------------------------------------------------------------
                  (Address of principal executive offices)




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

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

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

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

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





[TELEVISA LOGO]                                         Press Release
                                                        FOR IMMEDIATE RELEASE

                GRUPO TELEVISA DISTRIBUTES PS.3,850 MILLION
                     IN CASH DIVIDENDS TO SHAREHOLDERS

Mexico  City,  May  21,  2004  -  Grupo  Televisa,  S.A.  (NYSE:  TV;  BMV:
TLEVISACPO)   today  announced  that  it  made  a  Ps.3,850   million  cash
distribution  to  shareholders,  equivalent  to  Ps.1.219  per  CPO,  which
includes  a  dividend  corresponding  to the  Series A and L shares and the
cumulative preferred dividend corresponding to Series D shares.

The dividend was previously  approved by the Company's  shareholders during
its annual  ordinary  shareholders  meeting held on April 16, 2004, and was
payable to  shareholders of record as of May 20, 2004. The net proceeds are
free of Mexican withholding tax.

Under its  recently  announced  dividend  policy,  the  Company  expects to
continue paying dividends annually.

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

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

                                    ###

CONTACTS:
     INVESTOR RELATIONS:
     Michel Boyance / Alejandro Eguiluz
     Grupo Televisa, S.A.
     Av. Vasco de Quiroga No. 2000
     Colonia Santa Fe
     01210 Mexico, D.F.
     (5255) 5261-2000



                                 SIGNATURE

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

                                             GRUPO TELEVISA, S.A.
                                             --------------------------------
                                                     (Registrant)


Dated: May 21, 2004                          By /s/ Jorge Lutteroth Echegoyen
                                                ------------------------------
                                             Name:  Jorge Lutteroth Echegoyen
                                             Title: Controller, Vice-President