~~CONFORMED~~UNITED STATES

~~Securities~~SECURITIES ~~and~~AND ~~Exchange~~EXCHANGE ~~Commission~~COMMISSION

Washington, D.C. 20549

FORM 6-K

~~Report~~REPORT ofOF ~~Foreign~~FOREIGN ~~Issuer~~PRIVATE ISSUER

~~Pursuant~~PURSUANT ToTO ~~Rule~~RULE 13a-16 orOR 15d-16 UNDER

ofTHE ~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

For the month of ~~February~~April, 2012 ~~Commission File Number 1-12090~~

Commission File Number 1-12090

GRUPO RADIO CENTRO, S.A.B. de C.V.

(~~Translation~~Tranlsation of Registrant’s name into English)

Constituyentes 1154, Piso 7 ~~Col. Lomas Altas, México D.F. 11954~~

~~(Address~~Col. ofLomas ~~principal~~Altas, ~~office)~~Mexico, D.F. 11954

(~~Indicate~~Address ~~by check mark whether the registrant files or will file annual reports under cover~~ of ~~Form~~principal ~~20-F~~executive ~~or Form 40-F.~~offices)

~~(Check~~Indicate ~~One)~~by check mark whether the registrant files or will file annual reports under cover of Form 20-F x or Form 40-F ¨.

~~(Indicate~~Form by20-F ~~check mark whether the registrant by furnishing the information contained in this~~ x Form ~~is also thereby furnishing information to the Commission pursuant to Rule 12g3~~40-~~2(b)~~F ~~under the Securities Exchange Act of 1934.)~~o

~~(Check~~Indicate ~~One)~~by ~~Yes~~check ~~¨ No~~mark xif the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

~~(If “~~Yes” iso No ~~marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-__.)~~x

~~For~~Indicate ~~Immediate~~by ~~Release~~check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

~~February~~Yes ~~21,~~o No ~~2012~~ x

~~Grupo~~Indicate ~~Radio~~by ~~Centro~~check ~~Reports~~mark ~~Results~~whether ~~for~~the ~~Fourth~~registrant ~~Quarter~~by ~~and~~furnishing ~~Year-End~~the ~~Results~~information ~~for~~contained in this form is also thereby furnishing the ~~Period~~information ~~Ended~~to ~~December~~the ~~31,~~Commission ~~2011~~pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

~~Mexico~~Yes ~~City,~~o No February 21, 2012 - Grupo Radio Centro, S.A.B. de C.V. (NYSE: RC, BMV: RCENTRO-A) (the “Company”), one of Mexico’s leading radio broadcasting companies, announced today its results of operations for the fourth quarter and for the year ended December 31, 2011. All figures were prepared in accordance with International Financial Reporting Standards (IFRS).x

English translation of a Relevant Event filed with the Bolsa Mexicana de Valores (Mexican Stock Exchange, or BMV) on April 16, 2012.

~~Fourth~~Issue: ~~Quarter~~Grupo ~~Results~~Radio Centro reports execution of First Amendment to the Put and Call Agreement with certain subsidiaries of Emmis.

~~The~~Relevant Company’s broadcasting revenue for the fourth quarter of 2011 totaled Ps. 314,186,000, a 2.4% increase compared to the Ps. 306,908,000 reported for the fourth quarter of 2010. This increase was mainly attributable to higher advertising expenditures by the Company’s clients in Mexico, who purchased more airtime during the fourth quarter of 2011 compared to the same period of 2010.Event:

~~The~~Grupo ~~Company’s~~Radio ~~broadcasting expenses (excluding depreciation~~Centro, ~~amortization~~S.A.B. ~~and~~de ~~corporate,~~C.V. ~~general and administrative expenses~~(RCENTRO-A) ~~for~~ (the ~~fourth~~“Company”), ~~quarter~~one of ~~2011~~Mexico’s ~~totaled~~leading ~~Ps. 205,778,000, a~~radio ~~7.8%~~broadcasting ~~increase compared to the Ps. 190~~companies,~~895,000~~ ~~reported~~announced ~~for~~today ~~the~~that ~~fourth~~its ~~quarter~~wholly-owned ofsubsidiary, ~~2010.~~Grupo ~~This~~Radio ~~increase~~Centro ~~was~~LA, ~~primarily~~LLC ~~due to:~~ (i“GRC-LA”) ~~higher~~and ~~broadcasting~~certain ~~expenses~~of ~~for~~its ~~the~~“Qualified ~~Los~~Designees” ~~Angeles radio station KXOS-FM,~~ (~~ii)~~as ~~increased~~defined ~~promotional~~in ~~expenses, and (iii)~~ the ~~depreciation~~ ofPut ~~the~~and ~~Mexican~~Call ~~peso~~Agreement ~~against~~dated ~~the~~April ~~U.S. Dollar~~3, ~~which~~2009 ~~increased~~(the ~~our~~“Put ~~operating~~and ~~costs~~Call ~~payable~~Agreement”) inentered ~~U.S.~~into ~~dollars,~~a ~~including those~~First ~~payable~~Amendment to ~~Comercializadora~~the ~~Siete~~Put deand ~~Mexico,~~Call ~~S.A.~~Agreement de(the ~~C.V.,~~“Amendment”) inwith ~~each~~certain ~~case,~~subsidiaries ~~in the fourth quarter~~ of ~~2011~~Emmis ~~compared~~Communications toCorporation ~~the same period of 2010~~(“Emmis”).

~~The~~On ~~Company’s~~April ~~broadcasting~~3, ~~income~~2009, GRC-LA and Emmis had entered into a seven-year Local Programming and Marketing Agreement (~~i.e., broadcasting~~“LMA”) ~~revenue~~under ~~minus~~which ~~broadcasting~~GRC-LA ~~expenses~~has provided programming for radio station KXOS-FM (f/k/a KMVN-FM), ~~excluding~~Los ~~depreciation~~Angeles, ~~amortization~~CA ~~and~~(the ~~corporate~~“Station”). At the same time, ~~general~~GRC-LA and ~~administrative expenses)~~Emmis ~~for~~entered into the ~~fourth~~Put ~~quarter~~and ofCall ~~2011~~Agreement ~~totaled~~under ~~Ps. 108,408,000,~~which aGRC-LA ~~6.6%~~has ~~decrease~~the ~~compared~~right to purchase the ~~Ps. 116,013,000~~Station ~~reported~~ for ~~the~~U.S.$110 ~~fourth~~million ~~quarter~~at any time during the term of ~~2010.~~the ~~This~~LMA ~~decrease~~and ~~was~~Emmis ~~mainly~~has ~~attributable~~the right to require GRC-LA to purchase the ~~increase~~Station for the same amount during the final year in ~~broadcasting~~which ~~expenses~~the ~~described~~LMA ~~above~~is in effect.

2The First Amendment gives the Qualified Designees the right to purchase the Station for U.S.$85.5 million dollars provided that the purchase closes on or before March 27, 2013.

~~Grupo~~The ~~Radio~~LMA ~~Centro~~will remain in effect until the closing of the purchase. In connection with the Amendment, Sthe Qualified Designees have exercised the call option, the consummation of which is subject to customary closing conditions, including a financing condition and FCC approval (for which transfer applications have been filed).A If the closing does not occur on or before March 27, 2013, the LMA will continue to remain in effect, the call option exercised by the Qualified Designees will terminate and the amendments to the Put and Call Agreement set forth in the Amendment will be null and void (i.Be., dethe Cpurchase price for the Station will revert to U.VS. $110 million).

Fourth Quarter 2011 Results

The Company’s depreciation and amortization expenses for the fourth quarter of 2011 totaled Ps. 7,442,000, a 29.6% increase compared to the Ps. 5,744,000 reported for the fourth quarter of 2010, as a result of a correction made during the third quarter of 2011 to the calculation of the depreciation expenses related to certain assets.

The Company’s corporate, general and administrative expenses in the fourth quarter of 2011 totaled Ps. 4,574,000, the same amount reported for the fourth quarter of 2010.

The Company’s operating income for the fourth quarter of 2011 totaled Ps. 96,392,000, an 8.8% decrease compared to the Ps. 105,695,000 reported for the fourth quarter of 2010. This decrease was mainly due to the increase in broadcasting expenses described above.

The Company’s other expenses, net, for the fourth quarter of 2011 totaled Ps. 16,293,000, a decrease of 23.4% compared to the Ps. 21,271,000 reported for the fourth quarter of 2010. This decrease was due to the reclassification under IFRS of certain tax benefits from other income to income taxes for the fourth quarter of 2010.

The Company’s comprehensive financing cost in the fourth quarter of 2011 totaled Ps. 2,387,000, a 70.2% decrease compared to the Ps. 8,015,000 reported in the fourth quarter of 2010. This decrease was primarily attributable to a reduction in the interest expense paid in the fourth quarter of 2011 from Ps. 7,906,000 in fourth quarter of 2010 to Ps. 2,620,000 as a result of a reduction in the principal amount of the Company’s loan with Banco Inbursa, S.A

The Company’s income before income taxes for the fourth quarter of 2011 totaled Ps. 77,712,000, a 1.7% increase compared to the Ps. 76,409,000 reported for the fourth quarter of 2010.

As a result of certain tax benefits received related to the re-evaluation of the tax treatment of the broadcast time that it grants to the Mexican government in payment of broadcasting taxes and the aforementioned reclassification of tax benefits, the Company recorded an income tax benefit of Ps. 67,594,000 in the fourth quarter of 2011, as compared to income taxes of Ps. 12,669,000 recorded in the fourth quarter of 2010.

As a result of the foregoing, the Company’s net income in the fourth quarter of 2011 totaled Ps. 145,306,000, a significant increase compared to the Ps. 63,740,000 of net income recorded for the fourth quarter of 2010.

Twelve-Month Results

The Company’s broadcasting revenue for the year ended December 31, 2011 totaled Ps. 988,598,000, representing an 8.9% increase compared to the Ps. 907,925,000 reported for the same period of 2010. This increase was mainly attributable to higher advertising expenditures by the Company’s clients, who purchased more airtime during the period ended December 31, 2011 compared to the same period of 2010.

Grupo Radio Centro, S.A.B. de C.V.

Fourth Quarter 2011 Results

The Company’s broadcasting expenses (excluding depreciation, amortization and corporate, general and administrative expenses) for the year ended December 31, 2011 totaled Ps. 719,294,000, a 4.0% increase compared to the Ps. 691,434,000 reported in the same period of 2010. This increase was primarily due to (i) increased promotional expenses, (ii) higher commissions paid to the Company’s sales force and to advertising agencies due to higher broadcasting revenues, and (iii) the depreciation of the Mexican peso against the U.S. Dollar, which increased our operating costs payable in U.S. dollars, including those payable to Comercializadora Siete de Mexico, S.A. de C.V., in each case, for the year ended December 31, 2011 compared to the same period in 2010.

The Company’s broadcasting income (i.e., broadcasting revenue minus broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses) for the year ended December 31, 2011 totaled Ps. 269,304,000, a 24.4% increase compared to the Ps. 216,491,000 reported for the same period of 2010. This increase was mainly attributable to the aforementioned increase in broadcasting revenue.

The Company’s depreciation and amortization expenses for the year ended December 31, 2011 totaled Ps. 24,967,000, a slight increase compared to the Ps. 23,861,000 reported for the same period of 2010.

The Company’s corporate, general and administrative expenses for the year ended December 31, 2011 totaled Ps. 14,939,000, the same amount reported for the year ended December 31, 2010.

As a result of the foregoing, the Company recorded operating income of Ps. 229,398,000 for the year ended December 31, 2011, a 29.1% increase compared to the Ps. 177,691,000 reported for the same period of 2010.

The Company’s other expenses, net, for the year ended December 31, 2011 totaled Ps. 60,077,000, a 4.2% increase compared to the Ps. 57,661,000 reported for the same period of 2010. This increase was mainly attributable to an increase in legal expenses incurred in 2011 related to the arbitral proceeding.

The Company’s comprehensive cost of financing for the year ended December 31, 2011 totaled Ps. 18,064,000, a 30.8% decrease compared to the Ps. 26,116,000 reported for the same period of 2010. This decrease was mainly due to a decrease in interest expense from Ps. 26,345,000 for the year ended December 31, 2010 to Ps. 17,886,000 in the same period of 2011 as a result of the reduction in the annual interest rate of the Company’s loan with Banco Inbursa, S.A. from 13% through March 18, 2010 to 9.5% thereafter combined with a reduction in the principal amount of such loan.

The Company’s income before income taxes for the year ended December 31, 2011 totaled Ps. 151,257,000, a 61.1% increase compared to Ps. 93,914,000 recorded for the same period of 2010. This increase was mainly due to the aforementioned increase in broadcasting income.

Grupo Radio Centro, S.A.B. de C.V.

Fourth Quarter 2011 Results

As a consequence of the reclassification under IFRS of certain tax benefits from other income to income taxes and the impact of the reevaluation of the tax treatment of the portion of the broadcast time that it grants to the Mexican government, the Company recorded an income tax benefit for the year ended December 31, 2011 of 24,250,000, as compared to income taxes of Ps. 42,663,000 recorded for the year ended December 31, 2010.

As a result of the foregoing, the Company recorded net income of Ps. 175,507,000 for the year ended December 31, 2011, a significant increase when compared to the net income of Ps. 51,251,000 reported for the same period of 2010.

Company Description

Grupo Radio Centro owns and/or operates 15 radio stations. Of these 15 radio stations, 12 are located in Mexico City, two AM stations ~~are located~~ in Guadalajara and Monterrey, and one FM station ~~is located~~ in Los Angeles. The Company’s principal activities are the production and broadcasting of musical and entertainment programs, talk shows, news and special events programs. Revenue is primarily derived from the sale of commercial airtime. In addition to the Organización Radio Centro radio stations, the Company also operates Grupo RED radio stations and Organización Impulsora de Radio (OIR), a radio network that acts as the national sales representative for, and provides programming to ~~108~~127 Grupo Radio Centro-affiliated radio stations throughout Mexico.

Note on Forward Looking Statements This release may contain projections or other forward-looking statements related to Grupo Radio Centro that involve risks and uncertainties. Readers are cautioned that these statements are only predictions and may differ materially from actual future results or events. Readers are referred to the documents filed by Grupo Radio Centro with the United States Securities and Exchange Commission, specifically the most recent filing on Form 20-F, which identifies important risk factors that could cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements are based on information available to Grupo Radio Centro on the date hereof, and Grupo Radio Centro assumes no obligation to update such statements.

IR Contacts
In México:	In NY:
Pedro Beltrán / Alfredo Azpeitia	Maria Barona / Peter Majeski
Grupo Radio Centro, S.A.B. de C.V.	i-advize Corporate Communications, Inc.
Tel: (5255) 5728-4800 Ext. 4910	Tel: (212) 406-3690
aazpeitia@grc.com.mx	grc@i-advize.com.mx

Grupo Radio Centro, S.A.B. de C.V.

Fourth Quarter 2011 Results

GRUPO RADIO CENTRO, S.A.B. DE C.V.

CONSOLIDATED AUDITED BALANCE SHEETS

as of December 31, 2011 and 2010

(figures in thousands of Mexican pesos ("Ps.") and U.S. dollars ("U.S. $") (1)

	December 31,
	2011				2010
	U.S. $(1)		Ps.		Ps.
ASSETS
Current assets:
Cash and cash equivalents		8,674		121,255		143,443
Accounts receivable:
Broadcasting receivables - Net		21,541		301,118		308,143
Other receivables		598		8,365		6,490
Recoverable taxes		1,459		20,389		0
		23,598		329,872		314,633
Prepaid expenses		2,512		35,108		32,368
Total current assets		34,784		486,235		490,444
Property and equipment		32,655		456,475		438,717
Deferred income taxes		0		0		7,239
Intangible and other assets		382		5,349		6,326
Goodwill		59,295		828,863		828,863
Total assets		127,116		1,776,922		1,771,589
LIABILITIES
Current liabilities:
Current portion of long-term debt		2,914		40,736		41,064
Deferred revenue		7,323		102,365		139,751
Accounts payable and accrued expenses		4,034		56,394		57,483
Taxes payable		2,766		38,672		67,806
Total current liabilities		17,037		238,167		306,104
Long-term:
Long-term debt		3,578		50,000		90,000
Employee benefits		5,739		80,222		79,944
Total liabilities		26,354		368,389		476,048
SHAREHOLDERS' EQUITY
Common stock		75,827		1,059,962		1,059,962
Retained earnings		22,439		313,667		203,171
Reserve for repurchase of shares		2,145		29,989		29,989
Other comprehensive income		328		4,590		2,105
Equity attributable to owners of the Company		100,739		1,408,208		1,295,227
Non-controlling Interest		23		325		314
Total equity		100,762		1,408,533		1,295,541
Total liabilities and stockholders' equity		127,116		1,776,922		1,771,589

(1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 13.9787 per U.S. dollar, the rate on December 31, 2011.

Grupo Radio Centro, S.A.B. de C.V.

Fourth Quarter 2011 Results STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">

GRUPO RADIO CENTRO, S.A.B. DE C.V.

CONSOLIDATED AUDITED STATEMENTS OF INCOME

for the three-month and twelve-month periods ended December 31, 2011 and 2010

(figures in thousands of Mexican pesos ("Ps.") and U.S. dollars ("U.S. $")(1), except per Share and per ADS amounts)

	4th Quarter									Accumulated 12 months
	2011						2010			2011						2010
	U.S.$ (1)			Ps.			Ps.			U.S.$ (1)			Ps.			Ps.
Broadcasting revenue (2)		22,476			314,186			306,908			70,722			988,598			907,925
Broadcasting expenses, excluding depreciation, amortization and corporate, general and administrative expenses		14,721			205,778			190,895			51,456			719,294			691,434
Broadcasting income		7,755			108,408			116,013			19,266			269,304			216,491
Depreciation and amortization		532			7,442			5,744			1,786			24,967			23,861
Corporate, general and administrative expenses		327			4,574			4,574			1,069			14,939			14,939
Operating income		6,896			96,392			105,695			16,411			229,398			177,691
Other expenses, net		(1,166	)		(16,293	)		(21,271	)		(4,298	)		(60,077	)		(57,661	)
Comprehensive financing cost:
Interest expense		(187	)		(2,620	)		(7,906	)		(1,280	)		(17,886	)		(26,345	)
Interest income (2)		1			18			(56	)		1			20			446
Income (Loss) on foreign currency exchange, net		15			215			(53	)		(14	)		(198	)		(217	)
		(171	)		(2,387	)		(8,015	)		(1,293	)		(18,064	)		(26,116	)
Income before income taxes		5,559			77,712			76,409			10,820			151,257			93,914
Income taxes		(4,835	)		(67,594	)		12,669			(1,735	)		(24,250	)		42,663
Net income		10,394			145,306			63,740			12,555			175,507			51,251
Net income applicable to:
Majority interest		10,393			145,299			63,737			12,554			175,496			51,243
Minority interest		1			7			3			1			11			8
		10,394			145,306			63,740			12,555			175,507			51,251
Net income per Series A Share (3)											0.077			1.0786			0.3149
Net income per ADS (3)											0.694			9.7074			2.8341
Weighted average common shares outstanding (000's) (3)														162,725			162,725

(1) Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps. 13.9787 per U.S. dollar, the rate on December 31, 2011.

(2) Broadcasting revenue for a particular period includes (as a reclassification of interest income) interest earned on funds received by the Company pursuant to advance sales of commercial air time to the extent that the underlying funds were earned by the Company during the period in question. Advances from advertisers are recognized as broadcasting revenue only when the corresponding commercial air time has been transmitted. Interest earned and treated as broadcasting revenue for the fourth quarter of 2011 and 2010 was Ps. 1,218,000 and Ps. 1,590,000, respectively. Interest earned and treated as broadcasting revenue for the twelve months ended December 31, 2011 and 2010 was Ps. 3,456,000 and Ps. 5,058,000, respectively.

(3) Earnings per share calculations are made for the last twelve months as of the date of the income statement, as required by the Mexican Stock Exchange.

SIGNATURES

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 Radio Centro, S.A.B. de C.V.
	(Registrant)
Date: February 21, 2012	By:	/s/ Pedro Beltrán Nasr
		Name: Pedro Beltrán Nasr
		Title: Chief Financial Officer



		Grupo Radio Centro, S.A.B. de C.V.

		(Registrant)

By:

/s/ Pedro Beltrán Nasr

Name: Pedro Beltrán Nasr

Title: Chief Financial Officer

Date: April 16, 2012

Filing Compare · GRUPO RADIO CENTRO SAB DE CV