THE PROSPECTUS IS BEING DISPLAYED IN THE WEBSITE TO MAKE THE PROSPECTUS ACCESSIBLE TO MORE INVESTORS. THE PSE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED IN THE PROSPECTUS. FURTHERMORE, THE STOCK EXCHANGE MAKES NO REPRESENTATION AS TO THE COMPLETENESS OF THE PROSPECTUS AND DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN RELIANCE IN WHOLE OR IN PART ON THE CONTENTS OF THE PROSPECTUS. ERRATUM Page 51 After giving effect to the sale of the Offer Shares and PDRs under the Primary PDR Offer (at an Offer price of=8.50 P per Offer Share and per PDR) without giving effect to the Company’s ESOP, after deducting estimated discounts, commissions, estimated fees and expenses of the Combined Offer, the net tangible book value per Share will be=1.31 P per Offer Share. GMA Network, Inc. GMA Holdings, Inc. Primary Share Offer on behalf of the Company of 91,346,000 Common Shares at a Share Offer Price of=8.50 P per share PDR Offer on behalf of the Company of 91,346,000 PDRs relating to 91,346,000 Common Shares and PDR Offer on behalf of the Selling Shareholders of 730,769,000 PDRs relating to 730,769,000 Common Shares at a PDR Offer Price of=8.50 P per PDR to be listed and traded on the First Board of The Philippine Stock Exchange, Inc. Sole Global Coordinator, Bookrunner Joint Lead Manager, Domestic Lead Underwriter and Lead Manager and Issue Manager Participating Underwriters BDO Capital & Investment Corporation First Metro Investment Corporation Unicapital Incorporated Abacus Capital & Investment Corporation Pentacapital Investment Corporation Asian Alliance Investment Corporation RCBC Capital Corporation UnionBank of the Philippines Domestic Selling Agents The Trading Participants of the Philippine Stock Exchange, Inc. THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. The date of this prospectus is July 14, 2007 GMA NETWORK, INC. GMA NETWORK CENTER, EDSA COR. TIMOG AVE. DILIMAN, QUEZON CITY, PHILIPPINES TELEPHONE NUMBERS: (632) 982-7777 GMA HOLDINGS, INC. UNIT 5D, TOWER ONE, ONE MCKINLEY PLACE BONIFACIO GLOBAL CITY TAGUIG CITY, PHILIPPINES TELEPHONE NUMBER: (632) 982-7777 This Prospectus relates to the offer and sale of 91,346,000 common shares, par value =1.00P per share (the “Common Shares”), of GMA Network, Inc., a corporation organized under Philippine law (the “Company”) and 822,115,000 Philippine Deposit Receipts (“PDRs”) relating to 822,115,000 Common Shares, to be issued by GMA Holdings, Inc. (“GHI”), a corporation organized under Philippine law (the “PDR Issuer”). 91,346,000 new Common Shares, at an offer price of=8.50 P per share (the “Share Offer Price”), are being issued by the Company from its authorized and unissued capital stock by way of a primary offer (the “Domestic Share Offer”). The Common Shares being sold in the Domestic Share Offer are referred to herein as the “Offer Shares”. All of the Offer Shares shall be offered for sale in the Philippines. In addition, 822,115,000 PDRs, at an issue price of=8.50 P per PDR (the “PDR Offer Price”) are to be issued by GHI. Subject to the nationality restrictions relating to the ownership of Common Shares (described below), each PDR grants the holder thereof the right, upon exercise, to delivery or sale of one existing Common Share (the “Underlying Shares”) or adjustment to the terms of the PDRs upon the occurrence of certain events in respect of stock dividends or other distribution of Common Shares, rights issues, capital reorganizations, offers and analogous events relating to Common Shares and to cash distributions (net of applicable taxes and operating expenses) in respect of cash dividends on the Common Shares. Of the PDRs being offered, 91,346,000 PDRs are being offered on behalf of the Company (the “Primary PDR Offer”) and 730,769,000 PDRs are being offered on behalf of certain existing shareholders of the Company, namely Group Management and Development, Inc., FLG Management and Development Corporation, M.A. Jimenez Enterprises, Inc., Television International Corporation, Gozon Development Corporation and Gozon Foundation, Inc. (collectively, the “Selling Shareholders”) (the “Secondary PDR Offer”). Of the 730,769,000 PDRs relating to Common Shares to be offered on behalf of the Selling Shareholders, 256,229,534 shall be from Group Management and Development, Inc., 212,829,164 shall be from FLG Management and Development Corporation, 147,249,954 from M.A. Jimenez Enterprises, Inc., 108,475,350 from Television International Corporation, 4,516,152 from Gozon Development Corporation and 1,468,846 from Gozon Foundation, Inc. The Underlying Shares are (and pending exercise will be) registered in the name of, and owned by, the PDR Issuer. Although holders of PDRs will enjoy economic rights upon occurrence of certain events in respect of the Underlying Shares, they will not have any voting rights in respect of the Underlying Shares. Such voting rights will, until exercise of the PDR, be retained and exercised by GHI. In addition, holders of PDRs cannot bring derivative actions against the Company as holders of PDRs. Under the Philippine Constitution, the Common Shares can only be owned by Philippine citizens and by corporations or associations wholly-owned and managed by i Philippine citizens. The PDRs may be owned by any person regardless of citizenship or nationality. However, the exercise of a PDR is subject to the foregoing nationality restriction. See “Terms and Conditions of the Offer” and “Philippine Foreign Investment, Foreign Ownership and Exchange Controls”. Of the PDRs being offered, 182,692,000 PDRs are being offered in the Philippines (the “Domestic PDR Offer”, together with the Domestic Share Offer, the “Domestic Offer”) by the Domestic Underwriters and 639,423,000 PDRs are being offered for subscription outside the Philippines (the “International Offer”) by Deutsche Bank AG, Hong Kong Branch (the “International Lead Manager”). The underwriting and selling fees to be derived by International Lead Manager and the Domestic Lead Underwriter from the Combined Offer shall be based on a fee of up to 2.5% of the gross proceeds of the Combined Offer, inclusive of amounts to be paid to other Participating Underwriters and Selling Agents, where applicable. The Domestic Share Offer, the Domestic PDR Offer and the International Offer are collectively referred to herein as the “Combined Offer”. After the Combined Offer, the total number of issued and outstanding Common Shares outstanding will be 3,307,692,000, assuming that the Over-allotment Option, as defined below, is not exercised. Each of GHI and the Selling Shareholders has granted the Stabilizing Agent named herein an option, exercisable for 30 days from the date of listing and when trading of the Common Shares and PDRs on the Philippine Stock Exchange (“PSE”) begins (the “Listing Date”), to purchase or place up to 123,317,000 PDRs at the PDR Offer Price, and up to 13,701,000 Common Shares at the Share Offer Price, representing up to 15% of the Combined Offer, on the same terms and conditions as the PDRs and Offer Shares as set forth in this Prospectus, solely to cover over-allotments (the “Over-allotment Option”). See “Plan of Distribution”. In connection with the Combined Offer, the Stabilizing Agent may effect price stabilization transactions for a period which shall not exceed 30 days from the Listing Date. The Stabilizing Agent may purchase PDRs or Common Shares on behalf of the Selling Shareholders in the open market only if the market price of the PDRs or Common Shares is below the PDR Offer Price or Share Offer Price, respectively. This may have the effect of preventing or retarding a decline in the market price of the PDRs or Common Shares and may also cause the price of the PDRs or Common Shares to be higher than the price that otherwise would exist in the open market in the absence of these transactions. If the Stabilizing Agent commences any of these transactions, it may discontinue them, as it may determine in its reasonable discretion, at any time. The Stabilizing Agent is required to disclose to the Philippine SEC and to the PSE any of the foregoing price stabilization transactions. All of the Common Shares, including the Offer Shares and the Underlying Shares, issued and to be issued pursuant to the Domestic Offer have, or will have, identical rights and privileges. The Underlying Shares are and, pending exercise, will be registered in the name of, and owned by, the PDR Issuer. The PDR Issuer will pledge the Underlying Shares to secure its obligation to deliver the Underlying Shares upon exercise of the PDRs. For a more detailed description, see “Description of the Shares” and “Terms and Conditions of the PDRs”. Through the Domestic Share Offer and the Primary PDR Offer and based on the Share Offer Price and PDR Offer Price set forth above, the Company expects to raise gross proceeds of=1,552,882,000. P The net proceeds from the Domestic Share Offer and Primary PDR Offer, determined by deducting from the gross proceeds the total issue management, underwriting and selling fees, listing fees, taxes and other related fees and expenses, which are estimated not to exceed 8.3% of proceeds of the Domestic Share ii Offer and Primary PDR Offer, will be used primarily for improvements to existing facilities and investments in capacity expansion. A portion of the net proceeds will also be used by the Company for general corporate purposes.