By JULIA PRESTON

          MEXICO CITY, April 22 -- Not even his own father was sure
          that Emilio Azcárraga Jean could run Grupo Televisa, the
          world's biggest Spanish-language broadcast conglomerate that has
          loomed large over Mexican life for half a century.

          When his father, Emilio Azcárraga Milmo, died in April 1997, he had not
          selected his 29-year-old son to succeed him as chairman of the empire
          but had instead handed that post to another young executive. What he
          did bequeath to his only son was the presidency of a bloated and
          stumbling enterprise, debts estimated at $1.3 billion and a tangled estate
          that quickly generated a struggle among the heirs.

          Now, just three years later, the younger Mr. Azcárraga is the chairman,
          president and undisputed leader of Televisa. He survived one internal
          power showdown after another, refinanced his debts and consolidated
          financial control of the $9 billion corporation. He retired nearly an entire
          generation of management chosen by his father, including 46 vice
          presidents, and revolutionized the operating culture by imposing cost
          controls and laying off 6,000 of the company's 20,000 employees.

          He also declared political independence for the network's news shows,
          which under his father had been unabashedly pro-government. That lent a
          new openness to the campaigns leading up to presidential elections in
          July.

          Televisa, which had a virtual monopoly on TV broadcasting in Mexico
          until the early 1990's, has fought insurgent competition to rebuild its share
          of the viewing audience to 80 percent from a low of 73 percent.

          In a rare interview, Mr. Azcárraga said he had decided to recreate
          Televisa by running it as a "directed democracy" and by setting goals that
          he would systematically meet.

          "I needed to measure for myself if I was the right one to be president of
          this company," said Mr. Azcárraga, who carefully avoided directly
          discussing his father. His approach was a radical departure from that of
          the elder Mr. Azcárraga, known as the Tiger, who was both freewheeling
          and fiercely autocratic. During the 25-year reign of his father, who had
          inherited the company from his own father, Televisa depended largely on
          the acuity of its leader's impulses.

          "I didn't have a strategy for gaining control," Mr. Azcárraga said, recalling
          the uncertain days after his father's death when he owned only 10 percent
          of Televicentro, the holding company that his father had controlled and
          that, in turn, controls 26 percent of Televisa. "I had a strategy for
          restoring the company."

          And he was aware of investors' doubts. "When I went to New York in
          1997 to explain what we wanted to do," he added, "70 percent of them
          didn't believe a word I said."

          His lawyers had recommended that he sell out. "But this company was
          made by my family, and I have an important moral stake in it," Mr.
          Azcárraga said. "Besides, it was easy for me to gamble. I had nothing to
          lose. I was only 29."

          To prevail, Mr. Azcárraga had to take on some Mexican business titans.

          His father, just weeks before he died, had designated Guillermo Cañedo
          White to lead the board. Mr. Cañedo was a young media executive
          whose father had been a close associate of the elder Mr. Azcárraga.

          But Mr. Cañedo soon tried to dominate Mr. Azcárraga, who turned for
          help to Alejandro Burillo Azcárraga, a cousin with long experience in
          Televisa. Within months, Mr. Cañedo was forced out.

          "We realized very quickly that we were dealing with a complete
          Azcárraga," said Enrique Krauze, a historian and publisher who sits on
          the Televisa board. "When his father was alive, people called him Little
          Emilio. But once they saw him in action, that stopped right away."

          Then, in a second round of succession strife, Mr. Azcárraga parted ways
          early last year with the Alemán family. The family had been Televisa
          shareholders for decades and its patriarch, Miguel Alemán Valdés, had
          been president of Mexico in the 1940's. In the battle of wills between the
          families, Mr. Azcárraga stood firm. In the end, the Alemáns bowed out
          gracefully.

          Mr. Azcárraga said the Alemáns even recommended a solid-gold
          replacement. Last May, their piece of Televicentro plus some other
          shares were snapped up by Carlos Slim Helú, the billionaire financier and
          chairman of the telecommunications giant Teléfonos de Mexico. In all,
          through his financial group, Sinca Inbursa, Mr. Slim bought 23.9 percent
          of Televisa's holding company in a deal in which he agreed to vote
          always with Mr. Azcárraga.

          "We didn't have to convince him," Mr. Azcárraga said. "He saw a good
          company with people who had a good plan, and that's what Slim looks
          at." Mr. Slim's bet paid off: before the recent turbulence, the trading price
          of Televisa shares had more than doubled since he bought in.

          Mr. Azcárraga, who has been busy accumulating shares of his own, now
          holds 51 percent of Televicentro. With the decision-making power he
          gained over Mr. Slim's shares, he has control of almost 75 percent of the
          holding company.

          The next, and perhaps last, major succession contest is under way,
          placing Mr. Azcárraga on the opposite side of the negotiating table from
          Mr. Burillo, the cousin who came to his rescue in the perilous early days.
          Mr. Burillo, another member of the traditional Televisa inner circle who
          has said he did not feel comfortable taking a seat behind his younger
          relative, left his post as president of international affairs in October.

          Now Mr. Burillo, who has remained on the Televisa board, wants to sell
          his 25.1 percent stake in Televicentro, both sides in the negotiations
          confirmed. Despite friction between the cousins, Mr. Azcárraga said,
          their talks "are on good terms."

          In a recent interview in his chairman's office, the scion who once
          hesitated to speak even in closed meetings displayed the unstudied
          confidence that distinguished his grandfather and father, whose portraits
          fill the wall behind his desk. He sat in shirtsleeves in an easy chair with
          eight remote controls lined up before him, keeping one eye on a bank of
          TV screens as he talked.

          Several Televisa officials said that the most striking difference between
          Mr. Azcárraga and his imperious father is that he listens and delegates.

          "I like to hear all kinds of opinions," he said. "We have a lot of meetings
          now, we talk things out. We try to reach a consensus."

          Mr. Azcárraga, who is largely self-taught on financial matters, has
          surrounded himself with an adept team that still has a family feel. Among
          his closest advisers are Bernardo Gómez and José Antonio Bastón,
          friends from his school days, and Alfonso de Angoitia, a vice president,
          who was his lawyer through the succession wars.

          The inner circle also includes Gilberto Pérezalonso, an implacable cost
          cutter, and Jaime Dávila, the programming executive, the only person in
          the top rung to have survived from the elder Mr. Azcárraga's era.

          Mr. Azcárraga also engineered a shake-up in programming, moving
          away from a his father's system in which lifetime loyalty was required of
          stars and defectors were ruthlessly ostracized. He has also tried to install
          a more modern and politically open generation of news anchors.

          "What is my editorial line?" he said. "It's very simple -- to inform as much
          as possible, as well as possible. The viewer has to decide on his thinking
          and ideology."

          For decades Televisa news was dominated by one man: the nighttime
          anchor Jacobo Zabludovsky, who was happy to place his show at the
          service of Mexico's closed one-party system. Mr. Azcárraga retired him
          from the nighttime broadcast and has forced other anchors to share their
          decision-making with off-camera executive producers.

          Televisa's news stars have chafed at having their personal power
          reduced. Late last month, three of the network's most influential newsmen
          quit in one week, including Mr. Zabludovsky, who was still the anchor of
          specials, and his son Abraham, also an anchor.

          "When I was 18, I really didn't care if there was freedom of expression in
          Mexico or not," Mr. Azcárraga said. "But in the last decade, since I have
          been working here, I have seen incredible changes. The system changed.
          It opened up to democracy."

          Mr. Azcárraga added that he had never received the phone calls from the
          Interior Ministry with "suggestions" for coverage that were routine in the
          days of his father. Yet he has made it clear that he will not stray far from
          the government's beaten path. His admiration for President Ernesto
          Zedillo, a member of Mexico's ruling party -- known as the PRI -- was
          effusive.

          One Televisa journalist, Ricardo Rocha, made his mark with bold
          documentary exposés that showed the complicity of the PRI in two
          massacres of rural farmers. Last year, Televisa leaders banned the
          showing of another exposé that was critical of the government. In May,

          Mr. Rocha quietly resigned.

          Prodded by Wall Street analysts to increase growth, Mr. Azcárraga is
          immersed in an array of projects. In Mexico, where advertising rates are
          the cheapest in the hemisphere, he plans to double the Televisa price in
          three years, expecting to double ad revenues by 2005.

          To give the company greater flexibility for new investments, he is
          completing a complex tender offer on $970 million of Televisa's foreign
          bonds, which carried heavy restrictions. Cablevisión S.A. de C.V., the
          cable company Televisa owns jointly with Mr. Slim, is preparing to go
          public in May, in part to raise capital to expand outside Mexico City.

          Responding to demands from regulators concerned about Mr. Slim's
          large telecommunications holdings, Mr. Slim will sell down his stake in
          the cable venture.

          Mr. Azcárraga is also ready to begin esmas.com, Televisa's Internet
          portal. The name means "it's more," but analysts had begun to refer to it
          as "it's late." Mr. Azcárraga said he thought that Televisa would
          eventually make an Internet alliance, but for now it would go it alone.

          Mr. Azcárraga is working to bury the bad old Televisa without rejecting
          his father -- a delicate task.

          "He is recreating the company by erasing his father's shadow," said
          Claudia Fernández, a Mexican writer who just published "El Tigre," a
          biography of the elder Mr. Azcárraga. "But he has done it by gaining
          investors' respect for what he can do by himself."