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

                                   FORM 12b-25

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NOTIFICATION OF LATE FILING                                      SEC FILE NUMBER
                                                                     1-12090
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(Check One): |_| Form 10-K    |X| Form 20-F    |_| Form 11-K
             |_| Form 10-Q    |_| Form N-SAR
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            For Period Ended: December 31, 2003
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      [ ] Transition Report on Form 10-K
      [ ] Transition Report on Form 20-F
      [ ] Transition Report on Form 11-K
      [ ] Transition Report on Form 10-Q
      [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended ______________________________

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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:

                        Grupo Radio Centro, S.A. de C.V.
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Former Name if Applicable:

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Address of Principal Executive Office (Street and Number)

                        Constituyentes 1154 (7(degree) Piso), Col. Lomas Altas
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City, State and Zip Code

                           C.P. 11950, Mexico, D.F., Mexico
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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)




|X|   (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

|X|   (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
            be filed on or before the fifteenth calendar day following
            the prescribed due date; or the subject quarterly report or
            transition report on Form 10-Q, or portion thereof will be filed on
            or before the fifth calendar day following the prescribed due date;
            and

      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q and
Form 10-QSB, -SAR, or the transition report or portion thereof could not be
filed within the prescribed time period.

Late on June 29, 2004, Grupo Radio Centro, S.A. de C.V. (the "Company") and
Scotiabank Inverlat S.A. agreed to modify certain financial covenants under the
loan agreement between the two parties. As a result, the Company could not file
its annual report on Form 20-F within the prescribed time period and is
currently in the process of preparing its Form 20-F/A.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

      Pedro Beltran                011-52-55                 5728-4881
         (Name)                   (Area Code)            (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).

                                                                  |X| Yes |_| No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                   |_|Yes |X| No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                                       2


                        Grupo Radio Centro, S.A. de C.V.
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                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: June 30, 2004                          By: /s/ Pedro Beltran Nasr
                                                 -------------------------------
                                                 Name:  Pedro Beltran Nasr
                                                 Title:  Chief Financial Officer