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                                                                     EXHIBIT 1.1

                              GRUPO TELEVISA, S.A.
                          AMENDED AND RESTATED BY-LAWS
                                                    (DATED AS OF APRIL 30, 2003)

                                   CHAPTER I

                 CORPORATE NAME, DOMICILE, CORPORATE EXISTENCE,
                        CORPORATE PURPOSE AND NATIONALITY

         ARTICLE ONE. The corporate name of the Company shall be "GRUPO
TELEVISA". This corporate name must always be followed by the words "SOCIEDAD
ANONIMA" or by the initials "S.A."

         ARTICLE TWO. The corporate domicile of the Company shall be MEXICO
CITY, FEDERAL DISTRICT; nevertheless, the Company may establish agencies and
branches anywhere else in the Mexican Republic or abroad, and it may agree upon
any other contractual domiciles, without this being understood as a change of
its corporate domicile.

         ARTICLE THREE. The corporate existence of the Company shall be
NINETY-NINE years, as from the date of execution of this Deed.

         ARTICLE FOUR. The corporate purpose of the Company shall be:

         (a) To promote, incorporate, organize, exploit and acquire any
participations in the capital stock and patrimony of any kind of national or
foreign mercantile or civil companies, associations or industrial, commercial,
or service companies, as well as to participate in their management or
liquidation.

         (b) To purchase, dispose of and in general negotiate with all type of
shares, corporate participations or interest as well as with respect to any
other type of titles or securities allowed by the law.

         (c) To issue, subscribe, accept, endorse and guarantee any negotiable
instruments or real estate securities as allowed by the law.

         (d) To borrow or lend, conferring and accepting specific guarantees; to
issue debentures and commercial paper; to accept, draw, endorse or guarantee all
kinds of negotiable instruments and to grant bonds or sureties of any nature
whatsoever, with respect to any obligations contracted or instruments issued or
accepted by third parties engaged in any business with the Company.

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         (e) To acquire, dispose of, enjoy and grant the enjoyment and use in
any form whatsoever permitted by the law of real estate and personal property,
as well as real rights thereon, when deemed necessary or appropriate in order to
comply with the corporate purpose of the Company or for any operations of the
civil or mercantile companies in which the Company has acquired any share or
interest.

         (f) To obtain, acquire, use, dispose of and grant, under any title, any
patents, certificates of invention, trademarks and trade names, options and
preferences, as well as any copyright and concessions for any kind of activity.

         (g) To render, receive or contract all kind of technical, advisory and
consulting services, as well as to enter into all kinds of contracts or
agreements to attain said purposes.

         (h) To act as commission agent and to mediate and accept the
representation in all kind of negotiations whatsoever.

         (i) To carry out, supervise or contract on its own account or on the
account of third parties, any kind of constructions, buildings, subdivision of
urban areas as well to manufacture, purchase and dispose, under any title, of
any construction materials.

         (j) To carry out any other acts of commerce in which it may be involved
in accordance with the law and its corporate purpose.

         ARTICLE FIVE. In no event shall foreign Governments or States be
admitted as shareholders of the Company.

                                   CHAPTER II

                            CAPITAL STOCK AND SHARES

         ARTICLE SIX. The capital stock is fixed.

         The Company's authorized capital stock is Ps.1,628,598,853.79 M.N. (ONE
BILLION SIX HUNDRED AND TWENTY EIGHT MILLION FIVE HUNDRED AND NINETY EIGHT
THOUSAND EIGHT HUNDRED AND FIFTY THREE PESOS, SEVENTY NINE CENTS, MEXICAN
CURRENCY), represented by 9,530,218,959 (NINE BILLION FIVE HUNDRED AND THIRTY
MILLION TWO HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND FIFTY NINE) nominative
shares, without par value. The subscribed and paid-in capital stock is
Ps.1,555,064,510.86 M.N. (ONE BILLION FIVE HUNDRED AND FIFTY FIVE MILLION SIXTY
FOUR THOUSAND FIVE HUNDRED AND TEN PESOS, EIGHTY SIX CENTS, MEXICAN CURRENCY),
represented by 9,099,911,405 (NINE BILLION NINETY NINE MILLION NINE HUNDRED
ELEVEN THOUSAND FOUR HUNDRED AND FIVE) nominative shares, without par value,
which will be divided in three series as follows:

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         (i)      Series "A" consisting of up to 4,579,699,213 (four billion
                  five hundred and seventy nine million six hundred and ninety
                  nine thousand two hundred and thirteen) ordinary shares;

         (ii)     Series "L" consisting of up to 2,260,106,096 (two billion two
                  hundred and sixty million one hundred and six thousand and
                  ninety six) shares with limitations to voting and other
                  corporate rights; and

         (iii)    Series "D" consisting of up to 2,260,106,096 (two billion two
                  hundred and sixty million one hundred and six thousand and
                  ninety six) shares with limited voting rights and preferred
                  dividend, issued pursuant to Article One Hundred Thirteen of
                  the General Law of Mercantile Companies.

         The capital and the number of shares that clauses (i), (ii), and (iii)
refer to may be reduced in case the Company acquires its own shares pursuant to
Articles 14 Bis 3 of the Securities Law and Article Eight of its corporate
by-laws, provided that the limitations and requirements of this Article are
fulfilled.

         The shares that represent the capital stock will be divided as follows:

         (a)      Series "A" shall consist of ordinary shares which will always
                  represent ONE HUNDRED PERCENT of the total ordinary shares.
                  Not by any means and under any circumstance, shall the total
                  number of Series "A" shares be less than the sum of Series "L"
                  and Series "D" shares. The Company shall not admit foreign
                  investors or Mexican Companies without clause of exclusion as
                  holders of Series "A" shares. Should these investors or
                  companies acquire Series "A" shares, the Company shall not
                  recognize them any shareholders rights. In consequence, Series
                  "A" shares can only be subscribed or acquired by:

                  ONE. Individual persons with Mexican nationality;

                  TWO. Mexican companies whose corporate by-laws contain a
                  foreign investment exclusion clause, in which only Mexican
                  persons and Mexican companies whose by-laws include a foreign
                  investment exclusion clause can become shareholders;

                  THREE. Mexican credit, bonding and insurance institutions,
                  financial leasing companies, financial factoring companies,
                  credit unions and Mexican investment corporations, all of
                  which shall have clauses of foreigner exclusion in their
                  statutes;

                  FOUR. Trusts for share assignment funds or retirement plans
                  and share acquisition plans for Mexican employees, executives
                  and workers; and

                  FIVE. Credit Institutions, acting as trustees in terms of the
                  Foreign Investment Law and the Rules of the Foreign Investment
                  Law and the National Registry of Foreign Investments.

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         (b)      Series "D" will consist of shares with limited voting rights
                  and preferred dividend, issued in terms of article one hundred
                  thirteen of the General Law of Mercantile Companies, which by
                  no means shall represent, added to the Series "L" shares, a
                  larger number to the total number of Series "A" shares. Series
                  "D" shares may be subscribed by investors who can acquire
                  Series "A" shares, but not by foreign investors or companies
                  without a foreign investment exclusion clause.

         (c)      Series "L" will consist of shares with limitations to voting
                  and other corporate rights, that by no means will represent,
                  added up to Series "D" shares, a larger number than the total
                  number of Series "A" shares. Series "L" shares will be
                  considered of neutral investment.

                  In consequence, Series "L" shares can be acquired by Mexican
                  investors and by foreign individuals, companies and economic
                  entities or by individuals, companies or entities referred to
                  in fractions II and III of Article Two of the Foreign
                  Investment Law.

                  In case that any foreign investor of the Company has or may
                  have, acquired Series "L" shares, such foreign investor binds
                  itself before the Ministry of Foreign Affairs to consider
                  itself as a national regarding Series "L" shares that he
                  acquires or is a holder of, and of its goods, rights,
                  authorizations, participations or interests that the Company
                  may hold, as well as any rights and obligations arising from
                  the agreements, and not to invoke, for that reason, the
                  protection of its Government, under the penalty, in case of
                  not honoring such commitment, of forfeiting the corporate
                  participation they may have acquired to the benefit of the
                  Nation.

                  Series "L" shares with restricted voting rights and with other
                  corporate rights limitations will be considered as neutral
                  investment, and will not be calculated for the determination
                  of the amount and proportion of foreign investors'
                  participation in the Company's capital stock, in terms of the
                  applicable legal dispositions.

         By no means, and under no circumstances, shall the number of ordinary
         shares be inferior to the sum of Series "L" and Series "D" shares.

         The Company will be able to issue non-subscribed shares in the terms
         and conditions foreseen in Article Eighty One of the Securities Law,
         which shall correspond to the capital structure and division of the
         series of shares referred to in these By-laws. The Company may
         contribute the shares that represent its capital stock and/or of its
         ordinary certificates of participation to the trust, with credit
         institutions, with the purpose of establishing option plans for the
         acquisition or subscription of these shares, for the benefit of its
         executives and employees or its subsidiaries' executives or employees,
         or persons who render their services to the Company, its subsidiaries
         or affiliates.

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         ARTICLE SEVEN. Within its respective Series, each share shall grant
equal rights and obligations to their holders. Each Series "A" ordinary share
shall grant the right to 1 (one) vote at the Shareholders Meetings. Holders of
Series "L" shares, with limitations to voting and other corporate rights, shall
have the right to attend and cast one vote per each share, solely and
exclusively at the Special Meetings of such Series, and at any Extraordinary
Shareholders Meetings held to deal with the following matters: (i)
transformation of the Company; (ii) merger with another company or companies, in
the event that the Company is merged into such company or companies; and (iii)
cancellation of the listing of Series "L" shares of the Company or of other
securities issued with respect to such securities in the Special Section of the
National Securities Registry in which they may be listed.

         By means of a resolution passed in a Special Meeting called for such
purpose, Series "L" shareholders shall be entitled to appoint two Regular
Directors and their respective Alternates, in the event of the absence of the
former, appointment which shall take place by means of the favorable vote of at
least fifty percent of Series "L" shareholders present at the Meeting, and which
resolution shall be notified to the General Ordinary Shareholders Meeting under
the terms resolved by the corresponding Special Meeting. The Regular Directors
and their respective Alternates which may be appointed by holders of Series "L"
shares, shall comply with the requirements provided for in Article Twenty First
of these By-laws. Except as provided for in Article Twenty Seventh of these
By-laws, the removal of Directors that holders of Series "L" shares appoint must
be convened in a Special Shareholders Meeting and later notified to the General
Ordinary Shareholders Meeting.

         Series "L" shareholders shall have the same monetary or economic rights
as Series "A" ordinary shareholders, including the participation in any profits
of the Company and the preferential right to subscribe the new shares to be
issued in such proportion as may correspond to them.

         I.       Series "D" shares shall grant their holders the right to vote
at the rate of one vote per share, under the terms of Article One Hundred and
Thirteen of the General Law of Mercantile Companies, that is, when shareholders
are called to deal with any of the matters referred to in sections I, II, IV, V,
VI and VII of Article One Hundred and Eighty Two of the General Law of
Mercantile Companies and shall be entitled to the privileges provided for in
said Article.

         Accordingly, Series "D" shares grant their holders the right to vote,
at the rate of one vote per share, when the Extraordinary Shareholders Meeting
is held to deal with any of the following matters:

                  I.1.     Extension of the corporate existence of the Company;

                  I.2.     Advance dissolution of the Company;

                  I.3.     Change in the corporate purpose of the Company;

                  I.4.     Change of nationality of the Company;

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                  I.5.     Transformation of the Company; and

                  I.6.     Merger of the Company with another company or legal
                           entity.

         II.      Series "D" shareholders, by resolution passed at a Special
Meeting called for said purpose, shall be entitled to appoint two Regular
Directors and their respective Alternates, in the event of the absence of the
former, by means of the favorable vote of at least fifty percent of Series "D"
shareholders present at the Meeting, which resolution shall be notified to the
General Ordinary Shareholders Meeting under the terms resolved by the respective
Special Meeting. The Regular Directors and Alternates that are appointed by
holders of Series "D" shares, shall comply with the requirements provided for in
Article Twenty First of these By-laws. Except as provided for in Article Twenty
Seventh of these By-laws, the removal of Directors that holders of Series "L"
shares appoint must be convened in a Special Shareholders Meeting and later
notified to the General Ordinary Shareholders Meeting.

         In addition, Series "D" shareholders shall be entitled to vote,
regarding the cancellation of the listing of Series "D" shares of the Company or
other securities issued regarding said securities in the Securities Section or
Special Section of the National Registry of Securities and in other national or
foreign stock exchanges where they are listed.

         III.     They shall also be entitled to the payment of dividends
referred to in Article Sixteen, Section I, Article One Hundred Twelve and
Article One Hundred Seventeen of the General Law of Mercantile Companies, in the
same terms as the other shareholders of the Company, once the minimum dividend
paid under the terms of the second paragraph of Article one hundred and thirteen
of the above-mentioned law had been discounted, according to the following
scheme:

                  III.1.   During a term of ten years starting from the date in
which the Restructuring of the Series of shares that represent the capital stock
and the issuance of Series "D" shares is completed, such shares will confer onto
its holders the following benefits:

                  (a) Under the terms of Article One Hundred and Thirteen of the
General Law of Mercantile Companies, dividends shall not be assigned to other
series of shares, without Series "D" shares of preferred dividend and limited
voting receiving, an annual dividend of $0.0085443938 (ZERO POINT ZERO ZERO
EIGHTY FIVE MILLION FOUR HUNDRED AND FORTY THREE THOUSAND NINE HUNDRED AND
THIRTY EIGHT PESOS) per share, equal to five percent of the theoretical value of
Series "D" shares that amounts to $0.1708878737 (ZERO POINT ONE BILLION SEVEN
HUNDRED AND EIGHT MILLION EIGHT HUNDRED AND SEVENTY EIGHT THOUSAND SEVEN HUNDRED
AND THIRTY SEVEN PESOS) per share. If in any fiscal year no dividends are
declared or such dividends are lower than the abovementioned five percent, the
dividend will be paid in the following years with the priority indicated above.

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                  (b) Once the dividend provided for in paragraph III.1(a) above
had been paid, if the General Shareholders Meeting declares the payment of
higher dividends, all Series "A" and "L" shares shall participate in such
dividends equally, but each Series "D" share shall be entitled to receive the
amount of dividends each share of other Series had received, multiplied by ONE
POINT SIX. For the computation of this ratio, the dividend received by each
Series "D" share according to paragraph (a) above shall be taken into account.

                  (c) If the Company makes any payment of dividends in the form
of shares representing the capital stock of subsidiary companies where profits
are invested, Series "D" shareholders shall receive, during the time the senior
dividend is paid, shares issued by the subsidiary companies granting them rights
in such companies equivalent to the ones they enjoy in this Company.

                  (d) In the event that the Company splits-up, the respective
split-up resolutions must establish that Series "D" shareholders must receive
shares issued by the split-up companies granting rights equivalent to those
enjoyed by them in this Company during the same term referred to in item III.1
above.

         III.2. After the term of ten years starting from the date in which the
Restructuring of the Series of Shares that represent the capital stock and the
issuance of Series "D" shares is completed, such shares will grant onto its
holders the following benefits:

                  (a) In terms of article one hundred of the General Law of
Mercantile Companies dividends can not be assigned to the holders of ordinary
shares, without paying beforehand to the Series "D" limited vote holders, an
annual dividend of $0.0085443938 (ZERO POINT ZERO ZERO EIGHTY FIVE MILLION FOUR
HUNDRED AND FORTY THREE THOUSAND NINE HUNDRED AND THIRTY EIGHT PESOS) per share,
equal to five percent of the theoretical value of Series "D" shares that amounts
to $0.1708878756) ZERO POINT ONE BILLION SEVEN HUNDRED AND EIGHT MILLION EIGHT
HUNDRED AND SEVENTY EIGHT THOUSAND SEVEN HUNDRED AND FIFTY SIX PESOS per share.
If in a fiscal year no dividends are declared or such dividends are lower than
the abovementioned five percent, the dividend will be paid in the following
years with the priority indicated above.

                  (b) Once the dividend provided for in paragraph III.2(a) above
has been paid and the General Shareholders Meeting declares the payment of
additional dividends, Series "A" and "L" shareholders must receive the same
amount of dividend received by Series "D" shareholders according to paragraph
III.2(a) above, so that all shareholders receive the same amount of dividends.

                  (c) If the Company pays any additional dividends, holders of
all Series "A", "L" and "D" shares shall receive, per share, the same amount of
dividends, so that each Series "D" share shall receive the payment of additional
dividends in the manner and in an amount identical to those received by each of
Series "A" or "L" shares.

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         ARTICLE EIGHT. According to the terms of Article 14 Bis 3 section I of
the Mexican Securities Market Law, the Company may acquire, through the stock
exchange at which its shares are listed, at the then current stock exchange
price, shares of its capital stock, or securities underlying such stock,
provided the purchase is charged to the accounting capital if such shares are
held by the Company or, if applicable, to the capital stock in the event that it
is resolved to convert them into treasury shares, in which case a resolution by
the Shareholders Meeting shall not be required. For this purpose, the General
Ordinary Shareholders Meeting must expressly resolve, for each fiscal year, the
maximum amount of resources which may be allocated to the purchase of its own
shares, with the only limitation that the sum of resources which may be
allocated for such purpose in any case may not exceed the total amount of the
net profits of the Company, including retained earnings. The Board of Directors
shall appoint for such effects the person or persons responsible for the
acquisition and placement of the Company's repurchased shares.

         As long as the shares are held by the Company, they may not be
represented in Shareholders Meetings of any kind or nature.

         The repurchased shares that the Company acquires under the terms of
this Article or the treasury shares, as the case may be, may be replaced among
public investors. The proceeds from the sale of the treasury shares shall be
applied to increase the capital stock by the amount equal to the theoretical
value of such shares; in case of any surplus, among the theoretical value and
the price at which such shares are placed, the same shall be registered in the
premium for subscription of shares account.

         Subject to the foregoing, the Company will be entitled to constitute
and maintain one or more special reserves in order to acquire shares of its
capital stock.

         The purchase and placement of shares pursuant to this Article, the
reports that with respect to the same must be submitted to the General
Shareholders Meetings, the financial information disclosure rules, as well as
the terms and conditions pursuant to which such transactions will be disclosed
to the Comision Nacional Bancaria y de Valores, the relevant stock exchanges and
the public investor, shall be subject to the general rules enacted by the
Comision Nacional Bancaria y de Valores pursuant to the terms of the Securities
Market Law.

         ARTICLE NINE. Section First. According to Articles one hundred and
twenty-eight and one hundred and twenty-nine of the General Law of Mercantile
Companies, either directly or pursuant to Article 57 paragraph IV section b) of
the Securities Market Law, the Company shall have a Stock Registry Book, which
may be kept by the Secretary of the Board of Directors of the Company, a
securities deposit institution, a credit institution or the person appointed by
the Board of Directors to act as Registrar, on behalf of the Company.

         For a term that will expire precisely on December 10, 2008, the
Company's shares will be documented in certificates that represent one Series
"A" share, one

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Series "L" share and one Series "D" share. In this manner, immediately after the
shares representing the capital stock are organized through such certificates,
the Company will inscribe, for such period of time, in its Stock Registry Book,
only to the "A", "L" and "D" shares in the form of the mentioned titles and only
when such period of time is over, the Company will be able to recognize and
inscribe shares of different series. The Certificates to which this paragraph
refers to will be contributed to a trust, with the purpose that such trust
proceeds to issue the ordinary participation certificates that will be exchanged
in the securities exchanges.

         The provisions of the former paragraph shall not be applicable (i) with
respect to the Series "A" shares held by the permanent shareholder of the
Company and (ii) with respect to such Series "A" shares that, in its case, are
contributed or affected in favor of financial institutions acting as trust
agents in such trust agreements executed with the purpose of establishing option
plans for the benefit of the employees and directors of the Company or of its
subsidiaries, or for the benefit of individuals that render their services to
the Company, its subsidiaries, or the companies in which the same may
participate.

         The Stock Registry Book shall be closed during any period of time
starting five business days before any Shareholders' Meeting is held and ending
on (and including) the date of such meeting. During such period no annotation
shall be made on such book.

         However, the Board of Directors may demand that the Registry be closed
with more anticipation, whenever it considers it to be convenient, if it is so
specified in the relevant meeting call, as such call is published at least ten
days before the Registry is closed.

         The Company shall consider as legal shareholder whomever is registered
as such in the Stock Registry Book, taking into account the provisions of
Article seventy-eight of the Mexican Securities Market Law. This, subject to the
provisions of Section Second of this Article Nine of the By-laws.

         Section Second. (A) Any Person (as this concept is defined hereinbelow)
who individually or together with a Related Person (as this concept is defined
hereinbelow) intends to acquire ordinary Shares (as this concept is defined
hereinbelow) or rights over ordinary Shares, by any means or title, directly or
indirectly, be it in one single act or in a succession of acts without any limit
to the time between them, which consequence is that [such Person's]
shareholding, individually or together with the Shares being acquired, having
been acquired or intended to be acquired by a Related Person or [such Person's]
ownership of rights over ordinary Shares, individually or together with the
Shares being acquired, having been acquired or intended to be acquired by a
Related Person directly or indirectly, is equal to or greater than 10% (ten
percent) of the total number of ordinary Shares; (B) any Person who individually
or together with a Related Person, intends to acquire ordinary Shares or rights
over ordinary Shares, by any means or title, directly or indirectly, be it in
one single act or in a succession of acts without any limit to the time between
them, which Shares represent

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individually or together with the Shares being acquired, having been acquired or
intended to be acquired by a Related Person, 10% (ten percent) or more of the
total number of ordinary Shares; (C) any Person who is a Competitor (as this
concept is defined hereinbelow) of the Company or of any Subsidiary (as this
concept is defined hereinbelow) or Affiliate (as this concept is defined
hereinbelow) of the Company, who individually or together with a Related Person
intends to acquire ordinary Shares or rights over ordinary Shares, by any means
or title, directly or indirectly, be it in one single act or in a succession of
acts without any limit to the time between them, which consequence is that [such
Person's] shareholding individually or together with the Shares being acquired,
having been acquired or intended to be acquired by a Related Person or [such
Person's] ownership of rights over ordinary Shares, individually or together
with the Shares being acquired, having been acquired or intended to be acquired
by a Related Person directly or indirectly, is equal to or greater than 5% (five
percent) of the total number of issued Shares; and (D) any Person who is a
Competitor of the Company or of any Subsidiary or Affiliate of the Company, who
individually or together with a Related Person intends to acquire ordinary
Shares or rights over ordinary Shares, by any means or title, directly or
indirectly, be it in one single act or in a succession of acts without any limit
to the time between them, which Shares individually or together with the Shares
being acquired, having been acquired or intended to be acquired by a Related
Person represents 5% (five percent) or more of the total number of issued
Shares, shall require the prior written approval of the Board of Directors
and/or of the Shareholders' Meeting, as indicated below. For these effects, the
Person in question shall comply with the following:

   I.    Board of Directors approval:

         1.       The Person in question shall submit a written approval
                  application with the Board of Directors. Such application
                  shall be addressed and delivered, in an indubitable manner, to
                  the Chairman of the Board of Directors, with a copy to the
                  Secretary and the Assistant Secretaries of the Board. The
                  aforesaid application shall set forth and detail the
                  following:

                  (a)      the number and class or series of Shares that the
                           Person in question or any Related Person (i) owns or
                           co-owns, be it directly or through any Person or
                           through any relative by consanguinity, affinity or
                           adoption, within the fifth degree, or any spouse
                           under a civil or common law marriage or by means of
                           any other intermediary; or (ii) in respect of which
                           has, shares or enjoys any right, be it as a result of
                           a contract or any other cause;

                  (b)      the number and class or series of Shares that the
                           Person in question or any Related Person intends to
                           acquire (i) be it directly or through any Person in
                           which [the Person or the Related Person] has an
                           interest or participation, either in the capital
                           stock or in the direction, management or operation or
                           through any relative by

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                           consanguinity, affinity or adoption, within the fifth
                           degree, or any spouse under a civil or common law
                           marriage or by means of any other intermediary;

                  (c)      the number and class or series of Shares in respect
                           of which [the Person or Related Person] intends to
                           obtain or share any right or option, be it as a
                           result of a contract or any other cause;

                  (d)      (i) the percentage that the Shares referred to in
                           paragraph (a) above represent of the aggregate Shares
                           issued by the Company; (ii) the percentage that the
                           Shares referred to in paragraph (a) above represent
                           of the class or series to which they belong; (iii)
                           the percentage that the Shares referred to in
                           paragraphs (b) and (c) above represent of the
                           aggregate Shares issued by the Company; and (iv) the
                           percentage that the Shares referred to in paragraphs
                           (b) and (c) above represent of the class or series to
                           which they belong;

                  (e)      the identity and nationality of the Person or group
                           of Persons who intends to acquire the Shares, in the
                           understanding that if any of such Persons is an
                           entity, trust or its equivalent, or any other
                           vehicle, enterprise or other form of economic or
                           commercial association, the identity and nationality
                           of the partners or shareholders, settlors and
                           beneficiaries or their equivalent, members of the
                           technical committee or its equivalent, successors,
                           members or associates shall be specified, as well as
                           the identity and nationality of the Person or Persons
                           that Control (as this concept is defined
                           hereinbelow), directly or indirectly, the entity,
                           trust or its equivalent, vehicle, enterprise or
                           economic or commercial association in question, until
                           the individual or individuals who have any right,
                           interest or participation of any nature in the
                           entity, trust or its equivalent, vehicle, enterprise
                           or economic or commercial association in question are
                           identified;

                  (f)      the reasons and purposes for which [the Person or
                           Related Person] intends to acquire the Shares
                           subject-matter of the approval being sought,
                           mentioning, in particular, if [the Person or Related
                           Person] intends to acquire (i) Shares in addition to
                           those referred to in the approval application, (ii) a
                           Material Interest o (iii) the Control of the Company;

                  (g)      if [the Person or Related Person] is, directly or
                           indirectly, a Competitor of the Company or of any
                           Subsidiary or Affiliate thereof

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                           and if [the Person or Related Person] has the
                           authority to legally acquire the Shares pursuant to
                           the provisions of these by-laws and the applicable
                           legislation; as well, it should be specified if the
                           Person who intends to acquire the Shares in question
                           has any relatives by consanguinity, affinity or
                           adoption, within the fifth degree, or any spouse
                           under a civil or common law marriage, that may be
                           considered a Competitor of the Company or of its
                           Subsidiaries or Affiliates, or has an economic
                           relationship with a Competitor or has an interest or
                           participation either in the capital stock or in the
                           direction, management or operation of a Competitor,
                           directly or through any Person or relative by
                           consanguinity, affinity or adoption, within the fifth
                           degree or any spouse under a civil or common law
                           marriage;

                  (h)      the origin of the economic resources that [the Person
                           or Related Person] intends to use to pay the price of
                           the Shares subject-matter of the application; in the
                           event such resources derive from any financing, the
                           identity and nationality of the Person providing such
                           resources shall be specified and the documents
                           subscribed by such Person, evidencing and explaining
                           the conditions of such financing, shall accompany the
                           approval application;

                  (i)      if [the Person or Related Person] forms part of an
                           economic group, formed by one or more Related
                           Persons, which as such, in one act or in a succession
                           of acts, intends to acquire Shares or rights over the
                           same or, in its event, if such economic group, is the
                           owner of Shares or rights over Shares;

                  (j)      if [the Person or Related Person] has received
                           economic resources in loan or in any other concept
                           from a Related Person or has provided economic
                           resources in loan or in any other concept to a
                           Related Person, in order to pay the price of the
                           Shares; and

                  (k)      the identity and nationality of the financial
                           institution acting as broker, in the event that the
                           acquisition in question is carried out through a
                           tender offer.

         2.       Within the ten (10) days following the date of receipt of the
                  approval application referred to in paragraph I.1. above, the
                  Chairman or the Secretary or, in the absence of the latter,
                  any Assistant Secretary, shall call the Board of Directors in
                  order to discuss and resolve on the above-mentioned approval
                  application. The notice for the meetings of the Board

                                     - 12 -

<PAGE>

                  of Directors shall be made in writing and shall be sent by the
                  Chairman or the Secretary or, in the absence of the latter, by
                  any Assistant Secretary, to each of the regular and alternate
                  directors at least forty five (45) days in advance of the date
                  when the meeting is to take place, by certified mail, private
                  courier service, telegram, telex, telecopier or facsimile, to
                  their domiciles or to the addresses that the directors have
                  informed in writing in order to be notified for purposes of
                  the matters referred to in this Article of the by-laws. The
                  alternate directors shall only participate in the
                  deliberations and vote in the event the corresponding regular
                  director does not attend the meeting being called. The notices
                  shall specify the time, date and place of the meeting and the
                  Agenda therefor.

                  For purposes of this Article of the by-laws, resolutions
                  adopted without a Board meeting shall not be valid.

         3.       Except for the provisions of the last paragraph of this
                  section I.3., the Board of Directors shall decide on all
                  approval applications submitted within the sixty (60) days
                  following the date when the application was submitted. The
                  Board of Directors may, in any case and without incurring in
                  liability, submit the approval application to the decision of
                  the general extraordinary shareholders' meeting.
                  Notwithstanding the foregoing, the general extraordinary
                  shareholders' meeting shall necessarily decide on any approval
                  application in the following cases:

                  (a)      when the Share acquisition subject-matter of the
                           application implies a change of Control in the
                           Company; or

                  (b)      when [after] having been called in terms of the
                           provisions of this Article, the Board of Directors
                           cannot be installed for any cause; or

                  (c)      when [after] having been called in terms of the
                           provisions of this Article, the Board of Directors
                           does not decide on the approval application submitted
                           [to the Board of Directors], with the exception of
                           the instances in which [the Board of Directors] does
                           not decide due to the request of the documents or
                           clarifications referred to in the immediately
                           following paragraph.

                  The Board of Directors may request the Person who pretends to
                  acquire the Shares in question, the additional documents and
                  clarifications that it considers necessary in order to decide
                  on the approval application submitted [to the Board of
                  Directors], including the documents that

                                     - 13 -

<PAGE>

                  evidence the veracity of the information referred to in
                  sections I.1(a) to I.1(k) of this Article. Should the Board of
                  Directors request the above-cited clarifications or documents,
                  the sixty (60) day term set forth in the first paragraph of
                  this section I.3 shall be counted as of the date when the
                  aforementioned Person makes or delivers, as may be the case,
                  the clarifications or documents requested by the Board of
                  Directors, through its Chairman, its Secretary or any
                  Assistant Secretary.

         4.       In order for the Board to validly hold a meeting, at least 75%
                  (seventy five percent) of the respective regular or alternate
                  directors shall be in attendance and its decisions and
                  resolutions, to be valid, shall be adopted by the favorable
                  vote of the majority of the directors in attendance. The
                  Chairman of the Board shall have a deciding vote, in the event
                  of a tie.

                  The meetings of the Board of Directors called to decide on the
                  above-mentioned approval applications shall consider and adopt
                  resolutions solely with regards to the approval application
                  referred to in this section I.

         5.       Should the Board of Directors approve the Share acquisition
                  requested and such acquisition imply the acquisition of a
                  Material Interest (as this concept is defined hereinbelow)
                  without such acquisition exceeding half of the ordinary voting
                  Shares or implying a change of Control in the Company, the
                  Person who intends to acquire the Shares in question shall
                  carry out a tender offer, at a price payable in cash, for the
                  percentage of Shares equal to the percentage of ordinary
                  voting Shares that [such Person] intends to acquire or for 10%
                  (ten percent) of the Shares, whichever is greater.

                  The tender offer referred to in this section 1.5. shall be
                  made simultaneously in Mexico and in the United States of
                  America within the sixty (60) days following the date when the
                  Share acquisition in question was authorized by the Board of
                  Directors. The price to be paid for the Shares shall be the
                  same, regardless of the class or series in question. Should
                  there be certificates or instruments representing two or more
                  shares of the capital stock of the Company and shares that
                  were issued and are outstanding individually, the price of the
                  latter shall be determined by the dividing the price of the
                  above-mentioned certificates or instruments by the number of
                  underlying shares that they represent.

         6.       Any Person who is a Competitor of the Company or of any
                  Subsidiary or Affiliate thereof, who intends to acquire Shares
                  or rights over Shares, by any means or title, directly or
                  indirectly, be it in one single act or in a

                                     - 14 -

<PAGE>

                  succession of acts without any limit to the time between them,
                  as a result of which [such Person's] shareholding or ownership
                  of rights over Shares, directly or indirectly, is equal to or
                  greater than 5% (five percent) of the total number of issued
                  Shares and any Person who is a Competitor of the Company or of
                  any Subsidiary or Affiliate thereof, who intends to acquire
                  Shares or rights over Shares, by any means or title, directly
                  or indirectly, be it in one single act or in a succession of
                  acts without any limit to the time between them, representing
                  5% (five percent) or more of the total number of issued
                  Shares, shall require the prior written approval of the
                  Shareholders' Meeting. The corresponding approval application
                  shall be submitted to the Board of Directors which shall be
                  called as provided in sections I.1. and I.2. hereof. The Board
                  of Directors may deny the authorization being sought or may
                  submit the approval application in question to the
                  consideration of the general extraordinary shareholders'
                  meeting in order for it to decide thereon.

    II.  Shareholders' meeting approval:

         1.       In the event that the approval application referred to in this
                  Article of the by-laws is submitted to the decision of the
                  general extraordinary shareholders' meeting, the Board of
                  Directors, by means of the Chairman or of the Secretary or, in
                  the absence of the latter, of any Assistant Secretary, shall
                  call the general extraordinary shareholders' meeting.

         2.       For purposes of this Article of by-laws, the notice for the
                  general extraordinary shareholders' meeting shall be published
                  in the official gazette of the domicile of the Company and in
                  two of the newspapers with broadest circulation in such
                  domicile, at least thirty (30) days in advance of the date set
                  for the meeting; in the case of a second notice the
                  publication shall likewise be made at least thirty (30) days
                  in advance of the date set for the corresponding meeting; in
                  the understanding that this last notice shall notice shall
                  only be published after the date for which the unheld meeting
                  was called in first notice.

                  The notice shall contain the Agenda and shall be signed by the
                  Chairman or the Secretary or, in the absence of the latter, by
                  any Assistant Secretary of the Board of Directors.

         3.       For purposes of this Article, in order for a general
                  extraordinary shareholders' meeting to be deemed legally
                  assembled by virtue of first or subsequent notice, at least
                  85% (eighty five percent) of the ordinary voting Shares must
                  be represented therein and its resolutions shall be valid when

                                     - 15 -

<PAGE>

                           adopted with the favorable vote of the holders of
                           Shares representing, at least, 75% (seventy five
                           percent) of the ordinary voting Shares.

                           From the moment of publishing of the notice for the
                           shareholders' meeting referred to in this Article of
                           the by-laws, the information and documents mentioned
                           in the Agenda and, as a result, the approval
                           application referred to in paragraph I.1 of this
                           Article of the by-laws, and any opinion and/or
                           recommendation issued, in its event, by the Board of
                           Directors in connection with the above-mentioned
                           approval application, shall be put at the disposal of
                           the shareholders, at the offices of the Secretary of
                           the Company, at no cost.

         4.       If the general extraordinary shareholders' meeting approves
                  the proposed acquisition of Shares and such acquisition
                  implies the acquisition of a Material Interest (as this
                  concept is defined hereinbelow) without such acquisition
                  exceeding half of the ordinary voting Shares or implying a
                  change of Control in the Company, the Person who intends to
                  acquire the Shares in question shall make a tender offer, at a
                  price payable in cash, for the percentage of the Shares that
                  is equivalent to the percentage of ordinary voting Shares that
                  [the Person] intends to acquire or for 10% (ten percent) of
                  the Shares, whichever is higher.

                  The tender offer referred to in this section 4. shall be made
                  simultaneously in Mexico and in the United States of America
                  within the sixty (60) days following the date in which the
                  Share acquisition in question was approved by the general
                  extraordinary shareholders' meeting. The price to be paid for
                  the Shares shall be the same, regardless of the class or
                  series in question. Should there be certificates or
                  instruments representing two or more shares of the capital
                  stock of the Company and shares which were issued and are
                  outstanding individually, the price of the latter shall be
                  determined by dividing the price of the above-mentioned
                  certificates or instruments by the number of underlying shares
                  that they represent.

         5.       If the general extraordinary shareholders' meeting approves
                  the proposed Share acquisition and such acquisition implies a
                  change of Control in the Company, the Person who intends to
                  acquire the Shares in question shall make a tender offer for
                  100% (one hundred percent) minus one of the issued and
                  outstanding Shares, at a price payable in cash not smaller
                  than the highest price between the following:

                  a.       the book value of the Share according to the last
                           quarterly profit statement approved by the Board of
                           Directors, or

                                     - 16 -

<PAGE>

                  b.       the highest closing price of the transactions carried
                           out in stock exchanges during any of the three
                           hundred and sixty five (365) days preceding the date
                           of the approval granted by the general extraordinary
                           shareholders' meeting, or

                  c.       the highest price paid for the Shares at any time by
                           the Person acquiring the Shares subject-matter of the
                           application approved by the general extraordinary
                           shareholders' meeting.

                  The tender offer referred to in this section 5. shall be made
                  in Mexico and in the United States of America within the sixty
                  (60) days following the date in which the Share acquisition in
                  question was approved by the general extraordinary
                  shareholders' meeting. The price to be paid for the Shares
                  shall be the same, regardless of the class or series in
                  question. Should there be certificates or instruments
                  representing two or more shares of the capital stock of the
                  Company and shares which were issued and are outstanding
                  individually, the price of the latter shall be determined by
                  dividing the price of the above-mentioned certificates or
                  instruments by the number of underlying shares that they
                  represent.

         6.       The Person who carries out a Share acquisition approved by the
                  general extraordinary shareholders' meeting, shall not be
                  registered in the stock registry of the Company but until such
                  time when the tender offer referred to in sections II.4 and
                  II.5 above has been concluded. Consequently, such Person shall
                  not be able to exercise the corporate nor the economic rights
                  corresponding to the Shares whose acquisition has been
                  approved but until such time when the tender offer has been
                  concluded.

                  In the case of Persons who are already shareholders of the
                  Company and, as a result, are registered in the stock registry
                  of the Company, the Share acquisition approved by the general
                  extraordinary shareholders' meeting shall not be registered in
                  the stock registry of the Company but until such time when the
                  tender offer has been concluded and, consequently, such
                  Persons shall not be able to exercise the corporate nor the
                  economic rights corresponding to the acquired Shares.

         The Board of Directors and the Shareholders' Meeting, as may be the
         case, shall have the right to determine if one or more Persons that
         intend to acquire Shares are acting jointly, in coordination or in
         agreement with others, in which case, the Persons in question shall be
         considered as a single person for purposes of this Article of the
         by-laws.

                                     - 17 -

<PAGE>

         As well, the Board of Directors and the Shareholders' Meeting, as may
         be the case, shall determine the cases in which Shares held by
         different Persons, shall be considered as Shares held by a same Person
         for purposes of this Article. In this sense, it shall be deemed that
         the Shares held by a Person, plus the Shares (i) held by any relative
         by consanguinity, affinity or adoption, within the fifth degree, or any
         spouse under a civil or common law marriage of that Person, or (ii)
         held by an entity, trust or its equivalent, vehicle, enterprise or
         other form of economic or commercial association whenever such entity,
         trust or its equivalent, vehicle, enterprise or economic or commercial
         association is Controlled by the above-mentioned Person or (iii) held
         by any Related Person [related] to such Person.

         In their assessment of the approval applications referred to in this
         Article, the Board of Directors and/or Shareholders' Meeting, as may be
         the case, shall take into account the factors that they deem
         appropriate, considering the interests of the Company and its
         shareholders, including financial, market, business and other factors.

         In order for a general extraordinary shareholders' meeting, in which a
         merger, a spin-off or an increase or reduction of the capital of the
         Company implying a change of Control is to be discussed, to be
         considered legally held by virtue of first or subsequent call, at least
         85% (eighty five percent) of the ordinary voting Shares must be
         represented and its resolutions shall be valid when adopted with the
         favorable vote of the holders of Shares representing, at least, 75%
         (seventy five percent) of the ordinary voting Shares.

         The Person who acquires Shares without having complied with the
         formalities, requirements and other provisions of this Article of the
         by-laws, shall not be registered in the stock registry of the Company
         and, consequently, such Person shall not be able to exercise the
         corporate nor the economic rights corresponding to such Shares,
         including specifically the exercise of voting rights at shareholders'
         meetings. In the case of Persons who are already shareholders of the
         Company and, therefore, are already registered in the stock registry of
         the Company, the Share acquisition carried out without complying with
         any of the formalities, requirements and other provisions of this
         Article of the by-laws, shall not be registered in the stock registry
         of the Company and, consequently, such Persons shall not be able to
         exercise the corporate nor the economic rights corresponding to such
         Shares, including specifically the exercise of voting rights at
         shareholders' meetings. In the instances when the formalities,
         requirements and other provisions of this Article of the by-laws have
         not been complied with, the certificates or lists referred to in the
         first paragraph of article 78 of the Securities Market Law (Ley del
         Mercado de Valores), shall not demonstrate the ownership of Shares nor
         shall they evidence the right to attend shareholders' meetings and
         registration in the stock registry of the Company, nor shall they
         legitimize the exercise of any action, including those of a procedural
         nature.

                                     - 18 -

<PAGE>

         The authorizations granted by the Board of Directors or by the
         Shareholders' Meetings pursuant to the provisions of this Article,
         shall cease to be in effect if the information and documents on which
         such authorizations were granted upon are not or cease to be true.

         Additionally and in accordance with the provisions of Article 2117 of
         the Federal Civil Code (Codigo Civil Federal), any Person who acquires
         Shares in violation of the provisions of this Article of the by-laws,
         shall pay liquidated damages to the Company in an amount equivalent to
         the market value of all Shares acquired without the approval referred
         to in this Article of the by-laws. In the case of Share acquisitions
         with no consideration carried out in violation of the provisions of
         this Article of the by-laws, the liquidated damages shall be in an
         amount equivalent to the market value of the Shares subject-matter of
         the acquisition in question.

         The provisions of the Section Second of this Article of the by-laws
         shall not apply to (a) the acquisition of Shares by the law of
         succession, even by inheritance or testamentary gift; or (b) the
         acquisition of Shares (i) by the Person who, directly or indirectly, is
         entitled to appoint the majority of the members of the board of
         directors of the Company; (ii) by any company, trust or its equivalent,
         vehicle, entity, enterprise or other form of economic or commercial
         association under the Control of the Person referred to in item (i)
         above; (iii) by succession to property of the Person referred to in
         item (i) above; (iv) by the lineal ancestors and descendants within the
         third degree of the Person referred to in item (i) above; or (v) by the
         Person referred to in item (i) above, whenever [such Person] is
         reacquiring the Shares of any company, trust or its equivalent,
         vehicle, entity, enterprise, form of economic or commercial
         association, ancestors or descendants referred to in items (ii) and
         (iv) above; and (vi) by the Company or its Subsidiaries, or by trusts
         created by the Company or its Subsidiaries or by any other Person
         Controlled by the Company or its Subsidiaries.

         For purposes of this Article, the terms or concepts mentioned below
         shall have the meaning that follows:

                  "Shares" means the shares representing the capital stock of
                  the Company, regardless of their class or series, or any other
                  certificate, security or instrument that was issued based upon
                  such shares or that is convertible into such shares, including
                  specifically certificados de participacion ordinarios
                  representing Shares of the Company.

                  "Affiliate" means any company that Controls, is controlled by,
                  or is under common Control with, another Person.

                                     - 19 -

<PAGE>

                  "Competitor" means any Person dedicated, directly or
                  indirectly, (i) to the business of television production,
                  television broadcasting, television programming,
                  pay-television programming, distribution of television
                  programs, direct-to-home satellite services, periodical and
                  editorial publications and distribution thereof, music
                  recording, television by cable or any other means known or to
                  be known, production for radio, radio broadcasting, promotion
                  of professional sports and other entertainment events, pager
                  services, production and distribution of motion pictures,
                  dubbing, the operation of any internet portal and/or (ii) to
                  any activity carried out by the Company or its Subsidiaries
                  representing 5% (five percent) or more of the income of the
                  Company and its subsidiaries on a consolidated basis.

                  "Control" or "Controlled" means: (i) to be the owner of the
                  majority of the ordinary voting shares representing the
                  capital stock of a company or of securities or instruments
                  issued based upon such shares; or (ii) the ability or
                  possibility to appoint the majority of the members of the
                  board of directors or the manager of an entity, trust or its
                  equivalent, vehicle, enterprise or other form of economic or
                  commercial association, be it directly or indirectly through
                  the exercise of the voting right corresponding to the shares
                  or equity quotas held by a Person, of any pact resulting in
                  the voting right corresponding to the shares or equity quotas
                  held by a third party being exercised in the same sense as the
                  voting rights corresponding to the shares or equity quotas
                  held by the above-cited Person or in any other manner; or
                  (iii) the ability to determine, directly or indirectly, the
                  policies and/or decisions of the management or operation of an
                  entity, trust or its equivalent, vehicle, enterprise or any
                  other form of economic or commercial association.

                  "Material Interest" means the ownership or possession,
                  directly or indirectly, of 20% (twenty percent) or more of the
                  ordinary voting Shares.

                  "Person" means any individual or entity, company, trust or its
                  equivalent, vehicle, enterprise or any other form of economic
                  or commercial association or any of their Subsidiaries or
                  Affiliates or, if so determined by the Board of Directors or
                  by the Shareholders' Meeting, any group of Persons that is
                  acting jointly, in coordination or in agreement in accordance
                  with the provisions of this Article.

                  "Related Person" means any individual or entity, company,
                  trust or its equivalent, vehicle, enterprise or any other form
                  of economic or commercial association, or any other parent by
                  consanguinity, affinity or adoption within the fifth degree or
                  any spouse under a civil law or common law marriage, or any of
                  the Subsidiaries or Affiliates of all of the above, (i) that
                  belongs to the same economic or interest group of the Person
                  that intends to acquire the Shares or is a Subsidiary or
                  Affiliate of such Person

                                     - 20 -

<PAGE>

                  or (ii) that acts in agreement with the Person who intends to
                  acquire the Shares.

                  "Subsidiary" means any company in respect of which a Person
                  owns the majority of the shares representing its capital stock
                  or in respect of which a Person has the right to appoint the
                  majority of the members of its board of directors or is sole
                  administrator.

         The provisions of this Article of the by-laws shall apply regardless of
         the laws and general provisions concerning the acquisition of
         securities that are compulsory in the markets in which the Shares or
         other securities issued in relation thereto or rights derived therefrom
         are listed (i) that must be revealed to the authorities or (ii) that
         must be made through tender offer.

         To amend the Section Second of this Article the prior written
         authorization of the National Banking and Securities Commission
         (Comision Nacional Bancaria y de Valores) shall be required.

         This pact shall be recorded with the Public Registry of Commerce of the
         corporate domicile of the Company and shall be transcribed in the
         certificates of the shares representing the capital stock of the
         Company, to the effect of creating rights against all third parties.

         ARTICLE TEN. Those companies where this Company holds the majority of
their shares or corporate participations, may in no event invest, neither
directly nor indirectly, in any shares representing the capital stock of this
Company nor of any other company holding the majority of shares of this Company,
or, even if not holding the majority of shares thereof, when said companies are
aware of the fact that such company is a shareholder of this Company, in any
percentage whatsoever, unless in the event of such companies acquiring shares of
this Company, with the aim of complying with any sale options or plans granted
or designed, or to be granted or designed for the benefit of the employees or
officers of said companies or this Company, provided that the number of those
shares does not exceed 25% (twenty-five percent) of all outstanding shares of
this Company.

                                  CHAPTER III

                   INCREASE AND DECREASE IN THE CAPITAL STOCK

         ARTICLE ELEVEN. Increases in the capital stock shall be carried out by
resolution of the General Extraordinary Shareholders Meeting and the respective

                                     - 21 -

<PAGE>

amendment of By-laws; once the respective resolutions have been passed, the
Shareholders Meeting which resolves on the increase, or any subsequent
Shareholders Meeting, shall determine the terms and basis on which said increase
should be implemented. The foregoing, subject to the provisions of the Second
Section of Article Nine of this by-laws.

         All increases in the capital stock must be carried out by means of the
issuance of shares in such a form that in no event may Series "L" or Series "D"
shares exceed the maximum number provided for in Article Six of these By-laws.

         Increases in capital stock may take place by means of (i) the
capitalization of accounts of net worth referred to in Article one hundred and
sixteen of the General Law for Mercantile Companies, (ii) through the payment in
cash or in kind, or (iii) through the capitalization of liabilities. In the
event of increases due to capitalization of items of the net worth, all shares
shall be entitled to the proportional part corresponding to them in such
accounts. In the event of increases due to payment in cash or in kind or due to
capitalization of liabilities, those shareholders holding outstanding shares at
the time of the determination of the increase, shall have preference, with the
prerogatives and limitations established by the applicable law in each country,
if applicable, according to the circumstances, in the subscription of any new
shares issued or made outstanding to represent such increase, in proportion to
the shares held by them in each respective Series at the time of the increase,
for a term of no less than fifteen days established for that purpose by the
Meeting which resolved on the increase. Said term shall be calculated as from
the date of publication of the respective notice in the official gazette of the
corporate domicile (for purposes of this Article of the By-laws, the
shareholders consider the Official Gazette of the Federation as the official
gazette of the Company's corporate domicile) and in one of the newspapers having
the widest circulation at the corporate domicile, or as from the date of the
Meeting in the event that all the shares which the capital stock has been
divided into, have been represented at said Meeting.

         In the event that after the expiration of the term during which the
shareholders should enforce the preference granted to them in this Article,
there should be any remaining shares pending subscription, these may be offered
for subscription and payment pursuant to the conditions and terms determined by
the Meeting, which had decreed the increase in the capital stock or in the terms
provided for by the Board of Directors, the Executive Committee, or Delegates
designated by the Meeting for such purposes, on the understanding that the
offering price for the shares to third parties may not be less than that which
was offered to the shareholders of the Company for subscription and payment.

         ARTICLE TWELVE. The capital stock may be decreased by resolution of the
Extraordinary Shareholders Meeting according to the rules provided for in this
Article. Decreases in the capital stock shall be made by resolution of the
General Extraordinary Shareholders Meeting and the respective amendments of
By-laws, complying, in any case, with the provisions of Article Nine and, if
applicable, Article one hundred and thirty-five of the General Law of Mercantile
Companies, and Article 14 Bis 3, Section

                                     - 22 -

<PAGE>

One of the Securities Market Law. The foregoing in terms of Section Second of
Article Nine of this by-laws.

         Decreases in the capital stock may be made in order to cover losses, to
reimburse the shareholders or to release them from payments not made, to allow
for the acquisition of the Company's own shares and, if applicable, by
redemption of shares with profits subject to sharing.

         In no event decreases in the capital stock shall be carried out or
shares representing the capital stock or securities representing them be
repurchased in such a manner that the number of Series "L" or Series "D" shares
outstanding exceeds the maximum referred to in Article Six of these By-laws.

         Decreases in the capital stock made to cover losses shall be carried
out in proportion to all shares of the capital stock, without it being necessary
to cancel shares, due to the fact that they express no par value.

         The Company may redeem shares with profits subject to sharing, without
decreasing its capital stock, for which purpose the Extraordinary Shareholders
Meeting resolving on the redemption, in addition to the provisions of Article
one hundred and thirty-six of the General Law of Mercantile Companies, shall
observe the following rules:

         (a) The Meeting may agree to redeem shares to all shareholders, which
shall be made in such a form that after the redemption, they have the same
percentages regarding the capital stock and shareholding which they had
previously.

         (b) When the redemption of shares is carried out by means of their
purchase in the stock exchange, through a public purchase offer, the
Shareholders Meeting, after passing the respective resolutions, may empower the
Board of Directors to state the number of shares to be redeemed and the person
appointed as intermediary or purchase agent, with all other provisions that may
be necessary.

         (c) Share certificates of redeemed shares shall be cancelled.

         In no event may shares be redeemed in such manner that the number of
shares outstanding corresponding to Series "L" or Series "D" shares exceeds the
maximum referred to in Article Six of these By-laws.

         ARTICLE THIRTEEN. Definitive or provisional share certificates
representing the shares shall be registered and may cover one or more shares,
they shall contain the notations referred to in Article one hundred and
twenty-five of the General Law of Mercantile Companies, the indication of the
Series to which they correspond, they shall contain the text of Article Six and
Article Nine Section Second of these By-laws and will be signed by two Regular
Members of the Board of Directors.

         The signatures of the mentioned directors may be in autograph or
facsimile form, provided, in this last case, that the original of the respective
signatures is deposited at the Public Registry Bureau of the corporate domicile.
In the event of definitive share

                                     - 23 -

<PAGE>

certificates, they must have adhered thereto the numbered registered coupons to
be determined by the Board of Directors.

                                   CHAPTER IV

                              SHAREHOLDERS MEETINGS

         ARTICLE FOURTEEN. The Shareholders Meetings shall be General or Special
and Extraordinary or Ordinary. Extraordinary Meetings shall be those called to
deal with any of the matters indicated in Article one hundred and eighty-two of
the General Law of Mercantile Companies, Articles Nine Section Second, Twenty
First and Forty Seventh of these by-laws, or to resolve on the cancellation of
the listing of the shares of the Company in the Special or Securities Sections
of the National Registry of Securities and in other Mexican stock exchanges or
foreign markets where they are listed; all other meetings shall be Ordinary
Meetings. Special Meetings shall be those held to deal with matters that may
affect the rights of a single Series of shares and shall be subject to the
provisions applicable to Extraordinary Meetings.

         Also, Special Meetings shall be those that the shareholders of Series
"D" and Series "L" carry out to appoint the members of the Board of Directors
and the corresponding statutory auditors that correspond to such shareholders
pursuant to the terms provided in these by-laws.

         ARTICLE FIFTEEN. Calls for Shareholders Meetings must be made by the
Board of Directors or by the Examiners. However, shareholders representing at
least ten percent of the capital stock entitled to vote on the subject, may
require in writing, at any time, that the Board of Directors or the Examiners
call a General Shareholders Meeting to deal with the matters specified in said
request, in terms of the provisions of article one hundred and eighty four of
the General Law of Mercantile Companies. The foregoing shall be in effect
notwithstanding the provisions of Article Nine Section Second of these by-laws.

         Any shareholder holding one voting share shall have the same right in
any of the cases referred to in Article one hundred and eighty-five of the
General Law of Mercantile Companies. If the call is not made within the fifteen
days following the date of the request, a Civil or District Judge of the
domicile of the Company shall make such call at the request of any of the
concerned parties, who must exhibit their shares with this purpose.

         ARTICLE SIXTEEN. Calls for the Meetings must be published in the
Official Gazette of the domicile of the Company or in one of the newspapers with
a wide circulation at such domicile and may be published in a newspaper with a
wide

                                     - 24 -

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circulation in Manhattan, New York, United States of America, at least fifteen
days in advance to the date fixed for the Meeting. In the event of a second
call, the publication must be made at least eight days in advance to the date
fixed to hold the respective Meeting. Calls shall contain the Agenda and must be
signed by the person or persons making them, provided that if such calls are
made by the Board of Directors, the signature of the Secretary or Assistant
Secretary shall suffice. The call mentioned in this paragraph shall be made and
published in terms of Article Nine Section Second of these by-laws, when the
call is made to resolve the matters mentioned in the same.

         From the moment in which the call for a Shareholders Meeting is
published, the corresponding information and documents that are prepared by the
Company, related to each one of the matters in the agenda of the referred
meeting, shall be available, immediately and at no cost, for the corresponding
voting shareholders.

         When the Meetings are held to deal with matters where Series "L" and
Series "D" shares are not entitled to vote, they may be held without a prior
call, if the total number of Series "A" shares is fully represented at the time
of voting. If at any Meeting, regardless whether it is General or Special,
Ordinary or Extraordinary Meeting, all shareholders entitled to vote are in
attendance, said Meeting may resolve on matters of any nature and even on
matters not contained in the relevant Agenda.

         ARTICLE SEVENTEEN. Shareholders registered in the Share Registry Book
of Shares kept by the Company as holders of one or more shares thereof shall be
admitted to the Meeting. Said Registry shall be considered closed five days
before the date fixed for the holding of the Meeting. The foregoing shall be in
effect notwithstanding the provisions of Article Nine Section Second of these
by-laws.

         To attend the Meetings, the shareholders must exhibit their respective
admission cards which are to be issued only at the request of persons who are
registered as holders of shares in the Registry Book of Registered Shares of the
Company; the request must be submitted at least forty-eight hours before the
time fixed for the holding of the Meeting, together with the deposit, in the
Secretary's Office of the Company, of the respective share certificates or the
deposit certificates or evidence of said securities issued by an institution for
the deposit of securities, by a credit institution, either Mexican or foreign,
or by authorized brokerage houses. Shares deposited to be entitled to attend
Meetings shall not be returned until after the Meetings have been held, by way
of the delivery of the certificate which shall be issued to the shareholder in
exchange thereof.

         The Company may, in terms of paragraph b) of section IV of Article 57
of the Securities Market Law, request that such Registry Book of Registered
Shares is kept by an institution for the deposit of securities authorized for
that effect.

         ARTICLE EIGHTEEN. Shareholders may be represented at the Meetings by
the person or persons they may appoint by means of a proxy granted forcefully in
terms of the format prepared by the Company, which shall have to contain, in
addition to the requirements mentioned in Article 14 Bis 3, section VI,
paragraph c) of the Securities

                                     - 25 -

<PAGE>

Market Law, the following information: (a) the express mention and under oath of
truth in the sense that if the shareholder and/or spouse or concubine, as well
as his family members by consanguinity, affinity or civil, up to five degrees,
without limitation, is(are) a Competitor (as such term is defined in Article
Nine Section Second of these By-laws) of the Company or any of its subsidiaries;
(b) the express mention and under oath of truth, that such shareholder (or
holder of titles referred to the shares representing the capital stock of the
Company), or his spouse or concubine, as well as its family by consanguinity,
affinity or civil, up to five degrees, without limitation, is(are) holders or
beneficiaries at that date, directly or indirectly, of shares of the Company (or
titles referred to these) representing 5% (five percent) or more of the total
shares issued by the Company, or in its case, direct or indirect holders or
beneficiaries, of rights of any kind of shares of the Company (or titles
referred to these) representing such percentage; (c) the express mention and
under oath of truth that if any Related Party (as such term is defined in
Article Nine Clause Second of these by-laws) to such shareholder, is the owner
of shares or of rights over shares issued by the Company; (d) the identity and
nationality of each shareholder that is going to be represented in the meeting
in terms of the proxy granted in the mentioned form, in the understanding that
if the proxy is being granted in favor of a company, enterprise, trust agent in
a trust agreement, fideicomiso or equivalent, or through any other vehicle,
entity, corporation or form of economic or mercantile association, it shall
specify the identity and nationality of its partners or shareholders, trustee,
trustors and beneficiaries or its equivalent, members of the technical committee
or its equivalent in such trusts, assignees, members or associates, as well as
the identity and nationality of the Person or Persons that Controls (as such
concept is defined in Article Nine Section Second of these by-laws), directly or
indirectly, the company, fideicomiso or trust or its equivalent, vehicle,
entity, enterprise, corporation or economic or mercantile association, until the
corresponding person or persons are identified; and (e) any other requisite that
the Board of Directors establishes.

         The Secretary of the Board of Directors shall be obligated to certify
that such forms include all the requirements abovementioned and that the same
are made available to the securities market intermediariescrediting to havethe
representation of the shareholders of the Company during the term referred to in
article 173 of the General Law of Mercantile Companies, which shall be stated in
the corresponding minute.

         The members of the Board of Directors and Examiners may not represent
any shareholders at any Meeting.

         ARTICLE NINETEEN. The Minutes of the Meeting shall be registered in the
respective Registry Book and shall be signed by the Chairman and Secretary of
the Meeting as well as by the attending Examiners.

         ARTICLE TWENTY. The Meetings shall be presided over by the Chairman of
the Board of Directors and in his absence, by the Vice-Chairmen of the Board in
the order of their appointment. In their absence, the Meetings shall be presided
over by the person appointed by the shareholders present, by majority vote.

                                     - 26 -

<PAGE>

         The Secretary of the Board of Directors shall act as Secretary at the
Shareholders Meeting and in his absence, the Assistant Secretaries of the Board
itself, in the order of their appointment shall act as Secretary. In the absence
thereof, by the person appointed for such purpose by the shareholders in
attendance by majority vote shall act as Secretary. The Chairman shall appoint
Tellers to count the attending shares.

         ARTICLE TWENTY-ONE. General Ordinary Shareholders Meetings shall be
held at least once a year within the four months following the end of each
fiscal year.

         In addition to the matters contained in the Agenda, they must discuss,
approve or amend and resolve everything related to: (one) the report of the
Board of Directors regarding the financial position of the Company and all other
accounting documents; (two) the report of the Examiner, under the terms of
Article one hundred and seventy-two of the General Law of Mercantile Companies;
(three) the audited consolidated and unconsolidated financial statements,
including the notes necessary to clarify and supplement the information thereof;
(four) resolve on the application of profits, if any; and (five) appoint the
members of the Board of Directors, the Secretary, the Assistant Secretary, the
Examiner and its alternates and determine their remuneration.

         The Extraordinary Shareholders Meetings will be held whenever there is
a matter to be dealt with as to which an Extraordinary Meeting is competent,
including, in addition to the ones set forth in Article Fourteen of these
by-laws, the resolution of matters provided for in articles 161 and 162 of the
General Law of Mercantile Companies, the resolution on the exercise of the
liability actions against the Statutory Auditors of the Company and/or the
members of the Auditors Committee, the resolution of matters referred to,
respectively, on Articles Nine Section Second and Forty Seventh of these
By-laws, the resolution on acts related to the appointment, designation and, if
applicable, the removal of the Chairman of the Board of Directors, the President
of the Company, the Chief Executive Officer or the Principal Executive of the
Company, as applicable, as well as the resolution of all matters that, by
express disposition of these by-laws, are reserved to its exclusive competence
and deliberation.

         Special Meetings of Series "L" shareholders and Series "D" shareholders
shall be held at least once a year, within the four months following the end of
each fiscal year, and before the execution of the ordinary shareholders meeting
in which the Board of Directors is appointed, to appoint Regular and/or
Alternate members of the Board of Directors that, pursuant to Article Seven of
this By-laws, correspond to such Series. In Special Meetings a special delegate
shall be appointed in order to notify the General Ordinary Shareholders Meeting
about the appointment of Directors made by such Special Meeting. The Regular and
Alternate Directors to be appointed by such Special Shareholders Meetings of
Series "D" and "L" shares in terms of the foregoing, must be independent from
the Company, for which effect the following shall not be considered as
independent: (a) such persons that act as employees or officers of the Company,
including the persons that occupied such office during the immediately preceding
fiscal year in which they are intended to be appointed, (b) any shareholder of
the Company, (c) such persons that are shareholders of the Company that, without
being employees

                                     - 27 -

<PAGE>

or officers of the Company, have the right to command or instruct the officers
of the latter , (d) any employee of any shareholder of the Company or of any
company that is under Control (as such term is defined in Article Nine Clause
Second of these by-laws) of any shareholder, (e) any consultant or service
provider that receives more than 1% (one percent) of the income from any
shareholder, (f) those persons that are partners or employees of the companies
or associations that provide consulting and support services to the Company or
the companies that are part of the same economic group to which the Company is a
part , whose income for providing such services represents 10% (ten percent) or
more of its income, (g) clients, providers, debtors, creditors, partners or
employees of a company or economic entity that, on its part, is an important
client, provider, debtor or creditor to the Company or any of its subsidiaries,
considering for purposes of this Article as important clients or providers,
those entities whose sales with the Company or any of its subsidiaries represent
10% (ten percent) or more of the total volume of sales of the corresponding
entity; and by important creditor and debtor, those entities whose credits or
debts with the Company or any of its subsidiaries represents 10% (ten percent)
or more of the volume of total assets of such persons, (h) employees of a
foundation, association or partnership that receive important donations from the
Company, being considered as important donations those that represent 5% (five
percent) or more of the total donations received by such institutions, (i)
General Directors or high level officers of a company in whose Board of
Directors, the President, Vice-presidents, General Director or any other high
level officer of the Company participates, (j) those persons that are considered
as a Competitor (as such term is defined in Article Nine Section Second of these
By-laws) of the Company or any of its Subsidiaries or Affiliates or Related
Parties to them (as such terms are defined in Article Nine Section Second of
these By-laws), (k) those persons that are shareholders, officers, directors,
clients, providers, important creditors or debtors of a Competitor (as such term
is defined in Article Ninth Section Second of these By-laws) of the Company or
any of its Subsidiaries or Affiliates or Related Parties (as such terms are
defined in Article Nine Section Second of these By-laws), (l) those persons
that, directly or indirectly, have business relations or any contractual
relation with a Competitor of the Company or its Subsidiaries or Affiliates or
Related Parties(as such terms are defined in Article Nine Section Second of
these By-laws) or that have or have had the legal representation or are lawyers
of a Competitor of the Company or its Subsidiaries or Affiliates or Related
Parties(as such terms are defined in Article Nine Section Second of these
By-laws) or that receive, directly or indirectly, any fees, price or economic
benefit of a Competitor of the Company or its Subsidiaries or Affiliates or
Related Parties(as such terms are defined in Article Nine Section Second of
these By-laws), (m) those persons that, directly or indirectly, render their
services or support to a Competitor of the Company or its Subsidiaries or
Affiliates or Related Parties(as such terms are defined in Article Nine Section
Second of these By-laws), not withstanding the amount of fees, prices, economic
remunerations or benefits that they receive from the Competitor of the Company
or its Subsidiaries or Affiliates or Related Parties (as such terms are defined
in Article Nine Section Second of these By-laws) or those persons that have
received any fee, price, economic remuneration or benefit from a Competitor of
the Company or its Subsidiaries or Affiliates or Related Parties (as such terms
are defined in Article Nine Section Second of these By-laws) during the 5 (five)
previous years from the date in

                                     - 28 -

<PAGE>

which their appointment as director of the Company is proposed, (n) those
persons that directly or through any Persons or any Related Party (as such terms
are defined in Article Nine Section Second of these By-laws) to them, are
shareholders of a Person (as such term is defined in Article Nine Section Second
of these By-laws) that is the owner of 10% (ten percent) or more of the shares
issued by the Company or that has the right, jointly or severally with a Related
Party (as such term is defined in Article Nine Section Second of these By-laws),
to exercise the voting right on shares issued by the Company, representing 10%
(ten percent) or more of the capital stock of the latter, and (n) the spouse or
concubine, as well as their family by consanguinity, affinity or civil, up to
five degrees, without any limitation, of the persons mentioned in the foregoing
paragraphs (a) through (n).

         ARTICLE TWENTY-TWO. For General Ordinary Meetings to be considered
legally convened in first call, at least fifty percent of the Series "A"
ordinary shares shall be represented thereat, and the adopted resolutions will
be valid if adopted by the vote of at least fifty percent of the holders of
Series "A" ordinary shares outstanding. In the event of a second or subsequent
call, Ordinary Shareholders Meetings may be validly held, regardless of the
number of Series "A" ordinary shares that are represented at the meeting, and
the resolutions thereof shall be valid when adopted by the majority of votes of
the holders of Series "A" ordinary shares present at such meeting. However,
resolutions at Shareholders Meetings relating to the appointment or removal of
the President or General Director of the Company will only be valid if at least
fifty-one percent of the holders of Series "A" ordinary shares outstanding adopt
such resolution, whether convened by either first or subsequent call.

         Those shareholders of Series "A" that represent at least ten percent
(10%) of the shares represented in an ordinary shareholders meeting, may request
the postponement of the voting on any matter on which they considered themselves
as not sufficiently informed, in the terms and conditions foreseen in article
199 of the General Law of Mercantile Companies. Also, those shareholders of
Series "A" shares that represent at least twenty percent (20%) of the capital
stock may judicially oppose the resolutions to the extraordinary shareholders
meetings, in terms of which they have voting rights, as long as they satisfy the
requirements of article 201 of the General Law of Mercantile Companies, also
applying article 202 of such law.

         ARTICLE TWENTY-THREE. Extraordinary Shareholder Meetings will be
considered legally installed and the approved resolutions valid according to the
following rules:

         1. Subject to the exceptions mentioned in this numeral 1, in the case
of Meetings held in first call, at least seventy-five percent of the shares
entitled to vote must be represented and their resolutions shall be valid when
taken by favorable vote of at least fifty percent of the shares entitled to
vote. In any case, the provisions of Article Twenty Four of these Bylaws must be
complied with.

                                     - 29 -

<PAGE>

         In the event of a Meeting held due to first call in order to deliver
and resolve on the matters mentioned in articles 161 and 162 of the General Law
of Mercantile Companies, or if applicable on exercising liability actions
against the statutory auditors and/or members of the auditors committee of the
Company, at least eighty five percent of the shares entitled to vote must be
represented thereat and their resolutions shall be valid when taken by the
favorable vote of at least fifty percent of shares entitled to vote. In any
case, the provisions of Article Twenty Four of these Bylaws must be complied
with.

         In the event of a Meeting held due to first call in order to deliver
and resolve on the acts mentioned in Article Nine Section Second of these
by-laws, at least eighty five percent of the shares entitled to vote must be
represented, and its resolutions shall be valid when taken by the favorable vote
of the holders of the shares that represent, at least, seventy five percent of
the voting shares in terms of the provisions of such Article.

         In the event of a Meeting held due to first call in order to deliver
and resolve on the appointment, designation or removal or the Chairman of the
Board of Directors, the President of the Company, the Chief Executive Officer,
or the Principal Executive of the Company, as applicable, at least eighty five
percent of the voting shares shall be represented, and its resolutions shall be
valid when taken by the favorable vote of the holders of shares that represent,
at least, fifty percent of the voting shares.

         In the event of a Meeting held due to first call in order to deliver
and resolve on the amendments of Article Forty Seven of these By-Laws, at least
ninety five percent of the voting shares shall be represented, and its
resolutions shall be valid when taken by the favorable vote of the holders of
shares that represent the same percentage.

         2. Except for the exceptions foreseen in this numeral 2., in the event
of Meetings held due to second or subsequent calls, at least fifty percent of
the voting shares shall be represented, and its resolutions shall be valid when
taken by the favorable vote of the holders of shares that represent at least
fifty percent of the voting shares. In either case, the provisions of Article
Twenty Four of these By-Laws shall be observed.

         In the event of a Meeting held due to second or subsequent calls in
order to deliver and resolve on the matters set forth in articles 161 and 162 of
the General Law of Mercantile Companies, if applicable on the exercise of
liability actions of the statutory auditors and/or the members of the audit
committee of the Company, at least eighty five percent of the voting shares
shall be represented, and its resolutions shall be valid when taken by the
favorable vote of the holders of shares that represent at least fifty percent of
the voting shares. In either case, the provisions of Article Twenty Four of
these By-Laws shall be observed.

         In the event of a Meeting held due to second or subsequent calls in
order to deliver and resolve on the appointment, designation and removal of the
Chairman of the Board of Directors, President of the Company, the General
Director or the principal executive of the Company, as applicable, at least
eighty five percent of the voting shares shall be represented, and its
resolutions shall be valid when taken by the

                                     - 30 -

<PAGE>

favorable vote of the holders of shares that represent at least fifty percent of
the voting shares.

         Those shareholders with voting rights in the meetings mentioned in this
Article that represent at least ten percent (10%) of the represented shares in
an extraordinary shareholders meeting, may request the postponement of voting on
any matter on which they considered themselves as not sufficiently informed, in
the terms and conditions foreseen in article 199 of the General Law of
Mercantile Companies. Also, those shareholders with voting rights in the
meetings mentioned in this Article, that represent at least twenty percent (20%)
of the capital stock, may judicially oppose the resolutions of the extraordinary
shareholders meetings, in terms of which they have voting rights, as long as
they satisfy the requirements of article 201 of the General Law of Mercantile
Companies, also applying article 202 of such law.

         ARTICLE TWENTY-FOUR. For the resolutions passed at the Extraordinary
Shareholders Meetings held due to first or ulterior call to deal with any of the
matters on which Series "L" shareholders or, if applicable, Series "D"
shareholders, are entitled to vote to be valid, in addition to the requirements
set forth in the above Article, it shall be required that they are approved by
the majority of Series "A" ordinary shareholders. Likewise, the approval of the
Special Series "D" or Series "L" Shareholders Meeting shall be required for the
resolutions of the General Extraordinary Shareholders Meeting to be valid
regarding the cancellation of the listing of Series "D" or Series "L" shares, as
the case may, or the securities representing them, in the Securities Section
and/or the Special Section in the case of Series "L" shares, of the National
Registry of Securities and in other Mexican stock exchanges or foreign markets
where they are listed.

         ARTICLE TWENTY-FIVE. Special Shareholders Meetings shall be considered
legally convened and their resolutions shall be valid according to the following
rules:

         One. Special Shareholders Meetings of Series "L" or "D" shares held in
order to elect, each, two members of the Board of Directors and their respective
Alternates shall be considered validly convened whichever the number of Series
"L" or "D" shares represented thereat and their resolutions shall be valid when
passed by the favorable vote of at least fifty percent of the shareholders
present at the Meeting in question.

         Two. Special Shareholders Meetings held to deal with any matters other
than those referred to in the above item, when convened due to first call, shall
require that at least seventy-five percent of Series "L" or Series "D" shares,
as the case may be, are present or represented thereat and their resolutions
shall be passed by the favorable vote of shareholders representing, at least,
fifty percent of the shares forming said Series.

         Three. In the event of a second or ulterior call, Special Shareholders
Meeting held to deal with any matters other than those referred to in item one
of this Article may be validly held if at least fifty percent of Series "L" or
Series "D" shares, as applicable, are represented thereat and their resolutions
shall be valid if taken by the favorable vote of shareholders representing at
least fifty percent of said shares, as the case may be.

                                     - 31 -

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                                   CHAPTER V

                           MANAGEMENT OF THE COMPANY;
                             THE BOARD OF DIRECTORS

                                    SECTION I

                                  MISCELLANEOUS

         ARTICLE TWENTY-SIX. The management and direction of the business and
assets of the Company shall be vested in a Board of Directors formed by a
minimum of five Regular Members and a maximum of twenty, two of whom shall be
appointed by Series "L" shareholders, two by Series "D" shareholders in terms of
Article Seven and Twenty One of these By-Laws, and the rest of the members shall
be appointed by the General Ordinary Shareholders Meeting. At least twenty five
percent of the members shall be independent pursuant to the provisions of
article 14 Bis 3 fraction IV of the Securities Market Law, which in order to be
considered as independent should not fulfill any of the conditions provided in
Article Twenty First of these by-laws. For each Regular Member an alternate
shall be appointed, provided that the Alternate Members of the independent
members shall also qualify as independent. The Alternates appointed by Series
"L" or Series "D" shareholders may only cover Regular Directors appointed by
such Series, indistinctly. Also, the Members appointed by the Series "L" or
Series "D" shareholders shall necessarily be considered independent in terms of
the provisions of Article Twenty First of these By-Laws and the rest of the
independent members that are required, shall be appointed by the shareholders of
Series "A".

         The appointment or election of fifteen of the members of the Board of
Directors shall be made by the Ordinary Shareholders Meeting by a fifty percent
vote of holders of ordinary Series "A" shares. To the number of directors so
appointed by Series "A" shareholders, two Regular Members and their respective
Alternates appointed by Series "L" and two Regular Members and their respective
Alternates appointed by Series "D" shares shall be added.

         General Ordinary Shareholders Meetings may appoint lifetime honorary
directors who may attend the Board of Directors Meetings with the right to speak
but without the right to vote and neither their attendance nor their absence
shall be taken into account to determine the number of persons forming the Board
of Directors or the quorum required for the legal operation of said board.

         The minority shares or shareholders group may appoint the number of
Regular Directors and Alternates that may correspond to them according to the
provisions of the following Article.

         ARTICLE TWENTY-SEVEN. The majority of the members of the Board of
Directors must be Mexican. Whenever any shareholder or group of shareholders is
entitled to or exercises the right granted in the following paragraph, in which
case all the directors, less the director or directors to be appointed by the
minority shareholders who
                                     - 32 -

<PAGE>

had exercised said right, shall be appointed by majority vote, provided that in
order to compute the majority of votes, the votes of the minority shareholders
who had exercised the mentioned right are not to be included.

         Minority shareholders representing at least ten percent of the capital
stock exclusively represented by Series "A" ordinary shares, as provided for in
Article one hundred and forty-four of the General Law of Mercantile Companies,
may appoint a Regular Director and his respective Alternate, for every ten
percent of the capital stock they represent.

         Series "D" and Series "L" shareholders that represent at least ten
percent of the capital stock in one or both series of shares shall have the
right to appoint at least one member of the board of directors and its alternate
in the Special Meetings of each one of the series that are held for such
purpose. When these appointments are not carried out, the holders of each one of
these series of shares shall have the right to appoint two regular members and
their alternates, by a majority vote in the Special Meetings of each one of the
series that are held separately for such purpose. In the latter case, the
appointments, as well as the substitutions and removals of the members appointed
by each one of these series, shall be approved in a Special Meeting.

         The members that are appointed in terms of the provisions of the
immediately foregoing paragraph shall be considered as independent, in terms of
the provisions of Article Twenty First of these By-Laws.

         The appointment of the members designated by Series "L" and "D"
shareholders or by the minorities provided in the immediately previous paragraph
may be revoked by the Ordinary Shareholders Meeting, as long as the appointment
of the other members are equally revoked.

         The shareholders that represent at least fifteen percent (15%) of the
capital stock may directly exercise a civil liability action against the
administrators, as long as the requirements provided in article 163 of the
General Law of Mercantile Companies are satisfied. Such action may be exercised
also with respect to the statutory auditors and members of the Auditors
Committee, subject to the provisions of such law.

         ARTICLE TWENTY-EIGHT. Except for the Regular directors and their
Alternates referred to in the last paragraph of article Twenty First of these
by-laws, who shall comply with the requirement of independence established
therein, the Regular members and their respective Alternates may or may not be
shareholders, they shall hold their position for one year as from the date of
their appointment, but they shall continue holding office until their successors
take office and they shall receive the fees to be determined by the General
Ordinary Shareholders Meeting.

         ARTICLE TWENTY-NINE.

         A.       When making the appointment of the Directors, the Ordinary
Shareholders Meeting shall appoint, from amongst them, the Chairman and one or
more Vice-Chairmen of the Board of Directors. The Meeting may also appoint a
Secretary and one

                                     - 33 -

<PAGE>

or two Assistant Secretaries, whether they are members of the Board of Directors
or not.

         B.       If the Shareholders' Meeting should not make the appointments
mentioned in the former paragraph, the Board of Directors shall make such
appointments.

         C.       In the absence of the Chairman and the Secretary, they shall
be substituted, by the Vice-Chairmen, in the order of their appointments, and
the Assistant Secretary, respectively, and in case the alternates should also be
absent, the Board of Directors shall appoint the persons who shall substitute
the titleholders.

         D.       The Chairman of the Board shall have the authorities mentioned
in these By-laws and those granted to him at the time of his appointment. The
Chairman of the Board shall represent such Body before all kind of authorities
and individuals, except as provided for in item A of article thirty-three of
these By-laws; likewise, he shall see that these Bylaws, the rulings of the
Company and the resolutions passed at the Shareholders Meeting, the board itself
or the executive committee or other committees of the Board, are complied with.

         E.       The Chairman shall have the widest general power-of-attorney
for lawsuits and collections and for acts of administration, with all general
authorities and even the special authorities which in accordance with the law
require a special power-of-attorney or clause, under the terms of the two first
paragraphs of articles two thousand five hundred and fifty-four (2,554) and two
thousand five hundred and eighty-seven (2,587), except for the authority set
forth in sections IV and V of the FEDERAL CIVIL CODE in force and its
correlative articles of the Civil Code for the Federal District and the Civil
Codes for the other states of the Mexican Republic, or abroad depending on the
place where it is exercised. He shall also have a general power-of-attorney for
acts of ownership according to the provisions of paragraph three of article two
thousand five hundred and fifty-four (2,554) of the FEDERAL CIVIL CODE in force
and its correlative articles of the Civil Code for the Federal District and the
Civil Codes for the other States of the Mexican Republic, or abroad, depending
on the place where it is exercised, and to draw, accept, endorse, grant and aval
or in any other manner subscribe credit instruments according to the provisions
of article nine (9) of the General Law of Credit Instruments and Operations.

         F.       The General Managers and the Special Managers shall have the
legal representation of the Company and of the Board of Directors before any
individual or corporation or before all kind of authorities of any order and
degree, either municipal, local or federal, fiscal, judicial, civil, criminal,
administrative, and labor authorities or any other kind of authorities, in all
controversies, arbitration proceedings and lawsuits where the Company is a party
and shall enjoy the authorities mentioned in item A of article thirty-three of
these By-laws. Accordingly, the Chairman and all other members of the Board of
Directors, the Executive Committee, the President and Executive Vice Presidents
of the Company and other officials are not authorized to represent the Board or
the Company in any controversy, arbitration proceedings or lawsuit where the

                                     - 34 -

<PAGE>

Company is a party, except as stated at the beginning of this paragraph F.

         ARTICLE THIRTY.

         A.       The Board of Directors shall meet at the domicile of the
Company or in any other place, as the board itself may determine and is
necessary.

         B.       The Board of Directors Meetings may be held at any time when
called by the Chairman, by the 25% (twenty five percent) of the Directors of the
Board, by the Secretary or Assistant Secretary, or by any of the Statutory
Auditors of the Company. The Board of Directors shall meet at least once every
three months. The foregoing, without prejudice to the provisions of Article Nine
Section Second of these by-laws.

         C.       Summons for the Board of Directors Meeting must be made in
writing and sent by the Secretary or any of the Assistant Secretaries to each of
the Regular Directors at least ten days in advance, by certified mail, private
courier, by telegram, telex, telecopier or telefax, to their domiciles or to the
places the Directors themselves had appointed in writing for such purpose. In
the event that a Regular Director is unable to attend a Meeting called, the
Alternate Directors, which correspond in accordance with the manner in which
they were appointed, must be summoned in the fastest possible way in the manner
established in these by-laws or, in its absence, by the Shareholders Meeting
that appointed them. Calls must specify the time, date, place and Agenda. The
Statutory Auditors shall be called to the meetings of the Board of Directors, to
which they will attend with right of voice but without vote. The foregoing, with
exception to the provisions of Article Nine Section Second of these by-laws.

         D.       When all Regular Members of the Board of Directors or their
respective Alternates are in attendance and agree with the Agenda, it shall not
be necessary to exhaust the formalities for the notification of the call. The
foregoing shall not be applicable in the cases foreseen in Article Nine Section
Second of these by-laws.

         E.       The Board of Directors Meetings shall only consider and
resolve on items contained in the Agenda. At the request of any director, any
matters may be included in the Agenda, provided such inclusion is approved by
unanimous vote of the present Directors.

         F.       For the Board of Directors to validly meet, at least fifty
percent of the Regular Directors or their respective Alternates must be present
thereat, and its resolutions, to be valid, must be passed by the favorable vote
of a majority of the members present at the meeting. The foregoing, with
exception to the provisions of Article Nine Section Second of these by-laws, in
which case the installation of such body and the resolutions to be taken by the
same shall comply with the installation and voting quorums provided therein.

         G.       Each Director shall be entitled to one vote. In the event of a
tie, the Chairman of the Board of Directors shall have the deciding vote.

         H.       The Board of Directors may pass resolutions without a meeting
by

                                     - 35 -

<PAGE>

unanimous vote of the Regular Directors or their respective Alternates. Said
resolutions shall have, for all legal effects, the same validity as if they had
been passed by the Directors in a Board of Directors Meeting, provided they are
confirmed in writing. The document containing the written confirmation of each
Director must be sent to the Chairman, the Secretary or the Assistant Secretary
of the Board of Directors of the Company, who shall transcribe the respective
resolutions on the corresponding minutes book and shall certify that said
resolutions were passed in accordance with the provisions contained in this
Article. The foregoing shall not be applicable in connection with the meetings
and resolutions to be taken by the Board of Directors when resolving any of the
matters provided in Article Nine Section Second of these by-laws in which case a
meeting shall be required, called and installed for such effects, in terms and
subject to the provisions of Article Nine Section Second of these by-laws.

         I.       It shall be an exclusive power of the Board to approve the
transactions that are not part of the ordinary course of business and (i) that
are intended to be executed between the Company and its partners, with persons
that are part of the management of the Company or with others with which such
persons have pecuniary relations or, if applicable, family links by
consanguinity or affinity up to a second degree, the spouse or concubine; (ii)
that consist in the purchase or sale of ten percent or more of the assets; (iii)
that consist in granting guarantees on an amount superior to thirty percent of
the Company's assets; and (iv) being different transactions to the ones
mentioned above, represent more than one percent of the assets of the Company.
The members of the Board of Directors shall be liable for the resolutions they
approve as a consequence of the matters mentioned in this section, except for
provisions of Article one hundred and fifty nine of the General Law of
Mercantile Companies.

         ARTICLE THIRTY-ONE. Minutes of each Board of Directors Meeting shall be
drafted in the respective book where the resolutions passed shall be contained,
and which shall be signed by the Chairman and the Secretary or those acting as
such.

         ARTICLE THIRTY-TWO. In the absence of express appointment by the
Meeting, the Board of Directors at its first Meeting immediately following the
Meeting which had appointed its members, shall appoint from among its members,
the Chairman and, if applicable, one or more Vice-Chairmen. The Board of
Directors may also appoint the Secretary and one or two Assistant Secretaries
who may or may not be members of the Board of Directors.

         The Chairman of the Board of Directors shall preside over the Board of
Directors Meetings, and in his absence, they shall be presided over by the
Vice-Chairmen of the Board itself, in the order of their appointments. In the
absence of the abovementioned persons, the Meetings shall be presided over by
one of the members that the other attendants appoint by majority vote.

         The copies or evidences of the minutes of the Board of Directors
Meetings and of the Shareholders Meetings, as well as the entries in their
non-accounting and corporate books and registries and, in general, any document
of the files of the Company, may be authorized and certified by the Secretary or
the Assistant Secretary who, in the absence

                                     - 36 -

<PAGE>

of appointment of another person, shall be the permanent Delegates to resort to
the Notary Public of their choice to notarize the minutes of the Shareholders
Meetings, the minutes of the Board of Directors Meetings and the minutes of the
Executive Committee Meetings, as well as to grant, as Delegates, the
powers-of-attorney the Board of Directors itself may grant. Likewise, the
Secretary or Assistant Secretary shall be in charge of drafting and including,
in the respective books, the minutes of the Shareholders Meetings, the minutes
of the Board of Directors Meetings and the minutes of the Executive Committee
Meetings, as well as to make summaries and certifications thereof, and of the
appointments, signatures and authorities of the officers of the Company.

                                   SECTION II

                      AUTHORITIES OF THE BOARD OF DIRECTORS

         ARTICLE THIRTY-THREE. A. Except for the legal representation delegated
to the General Managers and Special Managers of the Company to represent it at
all controversies, arbitration proceedings and lawsuits to which the Company is
a party, with the authorities mentioned in item B of this Article, the Board of
Directors shall have the fullest authorities and faculties to execute all
agreements and to carry out all acts and operations which in accordance with the
law or these By-laws are not expressly reserved to the Shareholders Meeting, to
manage and direct the matters of the Company, to comply with the corporate
purpose of the Company and to legally represent the Company before any person
and judicial, criminal, civil, labor or administrative authorities, either
federal, state or municipal, with the widest authorities required by the law,
including, without limitation, those mentioned in the following paragraphs:

         One. To manage the corporate business and assets with a wide
power-of-attorney for acts of administration under the terms of Article two
thousand five hundred and fifty-four, second paragraph, of the FEDERAL CIVIL
CODE in force and its correlative articles of the Civil Code for the Federal
District and the Civil Codes for the other States of the Mexican Republic,
depending on the place where it is exercised;

         Two. To exercise acts of ownership regarding the real estate or
personal property of the Company or its real or personal rights, under the terms
of paragraph three of Article two thousand five hundred and fifty-four (2,554)
of the FEDERAL CIVIL CODE in force and its correlative articles of the Civil
Code for the Federal District and the Civil Codes for the other States of the
Mexican Republic, or abroad, depending on the place where the power-of-attorney
is exercised;

         Three. To manage the business of the Company and the real estate and
personal property thereof, with a general power-of-attorney for lawsuits and
collections, with all the general authorities and even the special authorities
which in accordance with

                                     - 37 -

<PAGE>

the law require a special power-of-attorney or clause, under the terms of the
first paragraph of Articles two thousand five hundred and fifty-four (2,554) and
two thousand five hundred and eighty-seven (2,587), except for the authority set
forth in section IV thereof, of the FEDERAL CIVIL CODE in force and its
correlative articles of the Civil Code for the Federal District and the Civil
Codes for the other States of the Mexican Republic, depending on the place where
it is exercised, for which reason it shall represent the Company before any
individual or corporation or before all kind of authorities of any order and
degree either municipal, local or federal authorities or fiscal, judicial,
civil, criminal, administrative or any other kind of authorities, before all
Boards of Conciliation and Conciliation and Arbitration, either federal or
local, and all other labor authorities and before arbitrers and arbitrators;

         Four. To file criminal claims, complaints and accusations and to grant
the pardon referred to in Article ninety-three (93) of the FEDERAL CRIMINAL CODE
in force and its correlative articles of the Criminal Code for the Federal
District and the Criminal Codes for the other States of the Mexican Republic,
depending on the place where it is exercised, to assist the Public Prosecutor as
civil party as well as to demand the restoration of the damages derived from the
crime;

         Five. To file and withdraw from all kind of lawsuits, challenges,
incidents, remedies and ordinary and extraordinary appeals, actions and
procedures of a civil, mercantile, criminal, administrative, litigious and labor
nature, and to file "amparo" proceedings and withdraw therefrom;

         Six. To assign assets, settle, receive payments, bid and outbid in
auctions and submit to arbitrators;

         Seven. To draw, accept, endorse, grant and guarantee, or in any other
manner subscribe credit instruments according to the provisions of Article nine
(9) of the General Law of Credit Instruments and Operations;

         Eight. To lend or borrow granting or receiving the respective
guarantees; to issue debentures with or without specific guarantee; to accept,
draw, endorse and guarantee all kind of credit instruments and to grant bonds or
guarantees of any kind, regarding the obligations contracted by the Company or
the instruments issued or accepted by third parties;

         Nine. To contribute real estate or personal property to other companies
and to subscribe shares or take participations in other companies;

         Ten. To appoint and remove all other directors (excepting the General
Director), general managers, special managers, managers, deputy managers,
external auditors and attorneys-in-fact of the Company who may be necessary for
the due attention of the matters of the Company and its subsidiaries, stating
their authorities, duties and remunerations, provided they had not been
appointed by the Meeting;

         Eleven. To grant and revoke the powers-of-attorney that may be
convenient, with or without substitution right, being able to grant therein the
authorities that these

                                     - 38 -

<PAGE>

By-laws grant the Board of Directors, if any, keeping the exercise thereof;

         Twelve. To resolve on the matters related to the acquisition or sale by
the Company of any shares, corporate participations, bonds or securities, to the
participation of the Company in other firms or companies and to the acquisition,
construction or sale of real estate;

         Thirteen. To authorize both the temporary acquisition of shares
representing the capital stock of the Company itself, under the terms of these
By-laws, as well as appoint the person or persons responsible for the
acquisition and their later placement;

         Fourteen. To propose, negotiate and approve the terms and conditions
for the issuance of programs for the placement of notes at a national and
international level; to appoint the persons in charge of their negotiation to
whom they may grant general or special powers-of-attorney, as well as to appoint
representatives abroad for the purposes related to such operations;

         Fifteen. To open and cancel bank accounts in the name of the Company,
as well as to make deposits and draw therefrom and to appoint those persons to
draw against them;

         Sixteen. To establish branches and agencies of the Company anywhere in
the Mexican Republic or abroad;

         Seventeen. To determine the sense on which the votes corresponding to
the shares held by the Company must be cast at the Meetings of the companies in
which capital stock if participates, appointing attorneys-in-fact to attend on
behalf of the Company;

         Eighteen.  To prepare domestic labor rulings;

         Nineteen. To carry out the resolutions of the Meetings, delegate its
functions in one or several Directors, officers of the Company or the
attorneys-in-fact appointed for said purpose, to exercise them in the business
and under the terms and conditions established by the Board itself;

         Twenty. To determine the expenses, approve the annual budgets of the
Company, the amendments thereof, as well as any other extraordinary item;

         Twenty-One.  To prepare the financial statements;

         Twenty-Two.  To call the Meetings;

         Twenty-Three. Establish the Audit Committee mentioned in these by-laws
and appoint its members, as well as establish the special committee or
commissions they consider necessary for the development of the operations of the
Company, establishing the rights and obligations of such committees or
commissions, the number of members that integrate them and the manner in which
the members are appointed, as well as the

                                     - 39 -

<PAGE>

rules that establish their functions, in the understanding that such committee
or commissions shall not have the faculty that in terms or the Law or these
by-laws correspond solely to the shareholders meeting or the Board of Directors.

         Twenty-Four. To know, deliberate and resolve the matters referred in
Article Nine Section Second of these by-laws in terms and subject to terms
established therein.

         Twenty-Five. In general, to carry out all acts and operations that may
be necessary or convenient for the corporate purpose of the Company, exception
made of those expressly reserved by the law or these By-laws to the Meeting.

         The Meeting may limit or rule said authorities. No member of the Board
of Directors may exercise, jointly or severally, any of the powers-of-attorney
mentioned in item B of this Article, except when expressly authorized by the
Board of Directors or the Shareholders Meeting.

    B. THE GENERAL MANAGERS and THE SPECIAL MANAGERS are granted the legal
representation of the Company and the legal representation of the Board of
Directors and the Executive Committee or of the other Board Committees, to
appear, any of them, before any individual or corporation or before any kind of
authorities of any order and degree, either municipal, local or federal, fiscal,
judicial, civil, criminal, administrative and labor authorities or any other
authority, to defend whatever is in the interest of the Company, in all
controversies, arbitration proceedings and lawsuits to which the Company is a
party. In the exercise of their positions, the Secretary and the Assistant
Secretary or the Assistant Secretaries of the Board of Directors, as well as the
General Managers and the Special Managers, shall jointly or severally enjoy the
following authorities:

                  (i) General power-of-attorney for lawsuits and collections, to
be exercised jointly or severally, with all general authorities and even special
authorities which in accordance with the law require a special power-of-attorney
or clause, under the terms of the first paragraph of Article Two Thousand Five
Hundred and Fifty-Four and of Article Two Thousand Five Hundred and
Eighty-Seven, except for the authority mentioned in section V thereof, of the
FEDERAL CIVIL CODE in force and its correlative articles of the Civil Code for
the Federal District and the Civil Codes for the other States of the Mexican
Republic, or abroad, depending on the place where it is exercised , for which
reason they shall represent the Board of Directors, the Executive Committee and
Company before all kind of individuals or corporations or authorities of any
order and degree, either municipal, local or federal, fiscal, judicial, civil,
criminal, administrative and labor authorities or any other kind of authorities,
being able to file and withdraw from all kind of civil, mercantile, criminal,
administrative, litigious and labor lawsuits, actions and proceedings, to file
"amparo" proceedings and withdraw therefrom, to make and answer questions in
court, to settle, to receive payments, to bid and outbid in auctions, to submit
to arbitrators, to file and prosecute lawsuits, incidents, remedies and ordinary
or extraordinary appeals, to challenge, to file criminal denounces, complaints
and accusations and to grant the pardon referred to in Article Ninety-Three

                                     - 40 -

<PAGE>

of the FEDERAL CRIMINAL CODE in force and its correlative articles of the
Criminal Code for the Federal District and the Criminal Codes for the other
States of the Mexican Republic, or abroad, depending on the place where it is
exercised, to assist the Public Prosecutor as civil party, as well as to demand
the restoration of damages derived from the crime, being authorized to sign as
many public or private documents as may be necessary to duly comply with this
power-of-attorney.

                  (ii) To manage the labor relationships of the Company, for
which reason any of them may execute, rescind, amend and terminate individual
and collective labor agreements, establish and modify working conditions, issue
domestic labor rulings and, in general, appear before private individuals and
before all labor authorities, especially before those related to article five
hundred and twenty-three (523) of the Federal Labor Law, as well as before the
Institute of the National Fund for Workers Housing (INFONAVIT), the Mexican
Institute of Social Security (IMSS) and the Fund for the Promotion and Guaranty
of the Workers' Consumption (FONACOT) to carry out all negotiations to resolve
the matters as needed by the Company to which they shall appear as
representatives under the terms of article eleven (11) of the Federal Labor Law,
which provides: "The directors, managers, administrators and all other persons
exercising management functions in the companies or establishments shall be
considered as representatives of the employer and therefore, they bind it in all
its relationships with the workers". Accordingly, in connection with these
matters, they may exercise the mentioned authorities, that is, they may appear
as managers and therefore, as representatives of the Company, under the terms of
article eleven (11), six hundred and ninety-two (692), section two, seven
hundred and eighty-seven (786) and eight hundred and seventy-six (876) of the
Federal Labor Law, to the conciliation hearings to which the Company is summoned
by the Boards of Conciliation and of Conciliation and Arbitration, with all
general authorities and even those special authorities which in accordance with
the law require a special power-of-attorney or clause.

                  (iii) To appear, any of them, on behalf of the Company to the
conciliation proceedings before the Federal Consumers Protection Office and its
delegations in the Mexican Republic, considering that they are duly authorized
therefor, being able to carry out all kind of negotiations and proceedings in
connection with the matters where the Company has any interest, being authorized
to execute any act or document that may be applicable.

                  (iv) General power-of-attorney for acts of administration
under the terms of the second paragraph of article two thousand five hundred and
forty-four of the FEDERAL CIVIL CODE in force and its correlative articles of
the Civil Code for the Federal District and the Civil Codes for the other States
of the Mexican Republic, or abroad, depending on the place where it is
exercised, with all general authorities and the special authorities which in
accordance with the law require a special power-of-attorney or clause, to be
exercised jointly or severally.

                                     - 41 -

<PAGE>

                                   SECTION III

                               EXECUTIVE COMMITTEE

         ARTICLE THIRTY-FOUR.

         A.       The Company may have an Executive Committee formed by the
number of Regular or Alternate Members of the Board of Directors of the Company
appointed by the Ordinary Shareholders Meeting, who shall form a Delegated
Collegiate Body of the Board.

         B.       The General Shareholders Meeting may appoint an Alternate
Member for each Regular Member of the Executive Committee it had appointed, who
shall also be members of the Board of Directors. Alternate Members shall take
office in the absence of the Regular Members for whom they had been expressly
appointed. If the Meeting, at the time of their appointment, had failed to
establish a special order for said purpose, the Alternate Members shall be
called in the order of their appointment.

         C.       The members of the Executive Committee shall hold their
positions for one year unless they are removed by the Ordinary Shareholders
Meeting, but in any event, they shall continue holding office until the persons
appointed to substitute them take office; they may be reelected and shall
receive the fees to be determined by the Ordinary Shareholders Meeting.

         D.       When making the appointment of the members of the Executive
Committee, the Ordinary Shareholders' Meeting shall appoint, from amongst them,
the Chairman and one or more Vice-Chairmen of the Executive Committee. If the
Shareholders' Meeting does not make said appointments, they shall be made by the
Board of Directors.

         E.       The offices of Secretary and Assistant Secretaries of the
Executive Committee shall be held by the same persons which hold such offices as
to the Board of Directors.

         F.       In the absence of the Chairman and the Secretary, they shall
be substituted, by the Vice-Chairmen, in the order of their appointments, and
the Assistant Secretary, respectively, and in case the alternates should also be
absent, the other members of the Committee shall appoint the persons who shall
substitute the titleholders.

         G.       The Chairman shall have the widest general power-of-attorney
for lawsuits and collections and for acts of administration, with all general
authorities and even the special authorities which in accordance with the law
require a special power-of-attorney or clause, under the terms of the two first
paragraphs of article two thousand five hundred and fifty-four and two thousand
five hundred and eighty-seven, except for the

                                     - 42 -

<PAGE>

authority set in sections IV and V of the FEDERAL CIVIL CODE in force and its
correlative articles of the Civil Code for the Federal District and of the Civil
Codes for the other states of the Mexican Republic, or abroad where exercised.
He shall also have a general power-of-attorney for acts of ownership according
to the provisions of paragraph three of article two thousand five hundred and
fifty-four of the FEDERAL CIVIL CODE in force and its correlative articles of
the Civil Code for the Federal District and of the Civil Codes for the other
states of the Mexican Republic, or abroad where it is exercised, and to draw,
accept, endorse, grant and aval or in any other manner subscribe credit
instruments according to the provisions of article nine of the General Law of
Credit Instruments and Operations.

         H.       The Executive Committee shall meet when so required by the
Chairman or any of the Vice-Chairmen, the Secretary or any two of its members,
prior notice given five days in advance to the other members of the Executive
Committee. The call must be sent by mail, private courier, telegram, telefax,
messenger or any other means guaranteeing that the members of the Committee
receive it at least five days in advance of the date of the Meeting.

         I.       The call must specify the time, the date, the place and the
respective Agenda, it may be signed by the person making such call. The
notification of the call shall not be necessary if all of the members of the
Executive Committee are present at a meeting.

         J.       For the Meetings of the Executive Committee to be considered
legally convened the attendance of at least the majority of its members shall be
required. The resolutions of the Executive Committee must be approved by the
favorable vote of the majority of its members present at each Meeting.

         K.       The Executive Committee may pass resolutions without a Meeting
by unanimous vote of the Regular Members or their respective Alternates. Said
resolutions shall have, for all legal effects, the same validity as if they had
been passed by the members in a Committee Meeting, provided they are confirmed
in writing. The document containing the written confirmation of every member
must be sent to the Chairman, the Secretary or the Assistant Secretary of the
Board of Directors of the Company, who shall transcribe the respective
resolutions in the corresponding minutes book and shall certify that said
resolutions were passed in accordance with the provisions contained in this
Article.

         L.       The Executive Committee shall have the authorities granted to
the Board of Directors under item B of Article Thirty-Three of these By-laws,
except those included in items THIRTEEN, NINETEEN, (in this case, except for the
faculty granted by the Shareholders Meeting to the Executive Committee in order
to execute the resolutions adopted in such shareholders meeting)
TWENTY-ONE,TWENTY-TWO and TWENTY-FOUR. Also, the Executive Committee is granted
faculties in order to create Special Committees and appoint the persons that
form them, indicating the faculties, obligations and remunerations.

                                     - 43 -

<PAGE>

         M.       The Executive Committee shall not carry out any activities
reserved by the law or by these By-laws to the Shareholders Meeting or to the
Board of Directors Meeting. The Executive Committee may not, in turn, delegate
its authorities to any person, but it may grant general and special
powers-of-attorney when deemed convenient and appoint the persons to carry out
its resolutions. In the absence of such appointment, the Chairman, any
Vice-Chairman and the Secretary shall be authorized to carry them out.

         N.       The Executive Committee must promptly inform, through its
Chairman and, at least annually, the Board of Directors Meeting, of the
resolutions the Executive Committee may pass or when, in the opinion of the
Committee, any transcendental acts or facts about the Company may arise.

         O.       Minutes must be drafted from every Executive Committee Meeting
which shall be transcribed in a special book. The minutes must evidence the
resolutions passed, and the persons who had acted as Chairman and Secretary must
sign such minutes.

         P.       The Company shall have an Audit Committee which shall be
integrated by the number of members that the Board of Directors determines among
the Directors appointed by the Ordinary General Shareholders Meeting, of which
the President and the majority of them shall be independent in terms of the
provisions of article 14 Bis 3 section V of the Securities Market Law. The
Statutory Auditor or Auditors shall be present at the Audit Committee with voice
but without voting rights.

         Q.       The Auditors Committee shall have, among others, the following
functions:

                  i.       Express opinions on operations with related parties
                           mentioned in paragraph I of Article Thirty of these
                           By-Laws.

                  ii.      Propose the hiring of independent specialists in
                           those cases it deems convenient, in order that such
                           specialists express their opinion with respect to the
                           operations mentioned in paragraph I of Article Thirty
                           of these By-Laws.

         R.       The Auditors Committee must prepare an annual report about its
activities and file it to the Board of Directors. Also, such annual report shall
be presented to the Annual Ordinary Shareholders Meeting.

                                     - 44 -

<PAGE>

                                   SECTION IV

                          THE PRESIDENT OF THE COMPANY

         ARTICLE THIRTY-FIVE. The Company shall have a President or General
Director who shall be appointed by the Shareholders Meeting. The President of
the Company or the General Director of the Company, by the mere fact of his
appointment, shall be the Chief Executive Officer of the Company and shall have
the following authorities:

         (A)      To carry out the resolutions passed by the Shareholders
Meetings, by the Board of Directors Meetings and by the Executive Committee
Meetings.

         (B)      To appoint and remove the Vice-Presidents of the Company as
well as all other officers, employees, external auditors and attorneys-in-fact
who may be necessary for the due attention of the matters of the Company and of
its subsidiaries, stating their authorities, duties and remunerations.

         (C)      To manage the corporate business and assets with a wide
power-of-attorney for acts of administration under the terms of Article two
thousand five hundred and fifty-four, paragraph two, of the FEDERAL CIVIL CODE
in force and its correlative articles of the Civil Codes for the other states of
the Mexican Republic and the Federal District, or abroad where it is exercised..

         (D)      To manage the business of the Company and the real estate and
personal property thereof, with a general power-of-attorney for lawsuits and
collections, with all the general authorities and even the special authorities
which in accordance with the law require a special power-of-attorney or clause,
under the terms of the first paragraph of Articles two thousand five hundred and
fifty-four (2,554) and two thousand five hundred and eighty-seven (2,587), of
the FEDERAL CIVIL CODE in force and its correlative articles of the Civil Codes
for the other states of the Mexican Republic and the Federal District, or abroad
where it is exercised, for which reason he shall represent the Company before
any individual or corporation or before all kind of authorities of any order and
degree, either municipal, local or federal, fiscal, judicial, civil, criminal,
administrative or any other kind of authorities, before all boards of
conciliation and boards of conciliation and arbitration, either federal or
local, and all other labor authorities and before arbitrers and arbitrators.

         (E)      To file criminal claims, complaints and accusations and grant
the pardon referred to in Article ninety-three (93) of the FEDERAL CRIMINAL CODE
in force for and its correlative articles in the Criminal Code for the Federal
District and of the Criminal Codes for all other States of the Mexican Republic
where it is exercised, assist the Public Prosecutor as civil party as well as to
demand the restoration of the damages derived from the crime.

         (F)      To file and withdraw from all kind of lawsuits, challenges,
incidents, remedies and ordinary or extraordinary appeals, actions and
proceedings of a civil, mercantile, criminal, administrative, litigious and
labor nature, and to file "amparo"

                                     - 45 -

<PAGE>

proceedings and withdraw therefrom.

         (G)      To have a general power-of-attorney for acts of ownership
under the terms of the third paragraph of Article two thousand five hundred and
fifty-four of the FEDERAL CIVIL CODE in force and its correlative articles of
the Civil Codes for the other states of the Mexican Republic and the Federal
District, or abroad where it is exercised, and to draw, accept, endorse, grant
and aval or in any other manner subscribe credit instruments according to the
provisions of Article nine of the General Law of Credit Instruments and
Operations.

         (H)      To appoint the attorneys-in-fact of the Company granting them
such authorities as he may deem convenient, within the scope of his
attributions, being able to revoke the powers-of-attorney he had granted.

         (I)      To open and cancel bank accounts on behalf of the Company as
well as to make deposits and draw against them and to appoint those persons to
sign such accounts.

         (J)      To appoint attorneys-in-fact to attend the meetings of the
companies in whose capital stock this Company participates and to vote on the
matters for which they were called and in the sense previously determined by the
Board of Directors.

         (K)      To create special committees and to appoint members thereof,
as well as their authorities, duties and remunerations.

                                   CHAPTER VI

                           SURVEILLANCE OF THE COMPANY

         ARTICLE THIRTY-SIX. The surveillance of the Company shall be vested in
one or more Statutory Auditors who shall be appointed by the Ordinary
Shareholders Meeting, who may have their respective Alternates. The Statutory
Auditors do not need to be Shareholders of the Company and who shall be
appointed annually, but may be reelected once or several times, and shall
continue fulfilling their functions until the Meeting makes new appointments,
and those appointed take office. The Statutory Auditors must be independent from
the Company, and for such purpose the following shall not be considered as
independent: (a) such persons that act as employees or officers of the Company,
including the persons that occupied such office during the immediately preceding
fiscal year in which they are appointed, (b) any shareholder of the Company, (c)
such persons that are shareholders of the Company that, without being employees
or officers of the Company, have mandate or command powers over officers of such
Company, (d) any employee of any shareholder of the Company or of any company
that is under the Control (as such term is defined in Article Nine Clause Second
of these by-laws) of any shareholder, (e) any consultant or service provider
that receives more than 1% (one percent) of their income from any shareholder,
(f) those persons that are partners or employees of the companies or
associations that render

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consulting and supporting services to the Company or the companies that are part
of the same economic group to which the Company is a part of , whose income for
providing such services represents 10% (ten percent) or more of their income,
(g) clients, providers, debtors, creditors, partners or employees of a company
or economic entity that is an important client, provider, debtor or creditor of
the Company or any of its subsidiaries, considered for this purpose as important
clients or providers such entities whose sales with the Company or any of its
subsidiaries, represent 10% (ten percent) or more of the total volume of sales
of the corresponding entity; and by important creditor and debtor, such entities
whose amount of the corresponding credit represents 10% (ten percent) or more of
the volume of total assets of such persons, (h) employees of a foundation,
association or partnership that receive important donations from the Company,
considered as important donations those that represent 5% (five percent) or more
of the total donations received by such institutions, (i) general directors or
high level officers of a company in whose board of directors the President,
Vice-presidents, general director or any other high level officer of the Company
participates, (j) those persons that are considered as a Competitor (as such
term is defined in Article Nine Section Second of these by-laws) of the Company
or any of its Subsidiaries or Affiliates or Related Parties (as such terms are
defined in Article Nine Section Second of these By-laws), (k) those persons that
are shareholders, officers, directors, clients, providers, important creditors
or debtors of a Competitor (as such term is defined in Article Ninth Section
Second of these by-laws) of the Company or any of its Subsidiaries or Affiliates
or Related Parties(as such terms are defined in Article Nine Section Second of
these By-laws), (l) those persons that, directly or indirectly, have business
relations or contract relations with a Competitor of the Company or its
Subsidiaries or Affiliates or Related Parties(as such terms are defined in
Article Nine Section Second of these By-laws) or have or have had the legal
representation or are lawyers of a Competitor of the Company or its Subsidiaries
or Affiliates or Related Parties(as such terms are defined in Article Nine
Section Second of these By-laws) or receive, directly or indirectly, any fees,
price or economic benefit of a Competitor of the Company or its Subsidiaries or
Affiliates or Related Parties(as such terms are defined in Article Nine Section
Second of these By-laws), (m) those persons that, directly or indirectly,
provide their services or support a Competitor of the Company or its
Subsidiaries or Affiliates or Related Parties(as such terms are defined in
Article Nine Section Second of these By-laws), not withstanding the amount of
fees, prices, economic remunerations or benefits that they receive from the
Competitor of the Company or its Subsidiaries or Affiliates or Related Parties
(as such terms are defined in Article Nine Section Second of these By-laws) or
have received any fee, price, economic remuneration or benefit from a Competitor
of the Company or its Subsidiaries or Affiliates or Related Parties (as such
terms are defined in Article Nine Section Second of these By-laws) during the 5
(five) previous years from the date in which their appointment as director of
the Company is proposed, (n) those persons that directly or through any Persons
or any Related Party (as such terms are defined in Article Nine Section Second
of these By-laws) to them, are shareholders of a Person (as such terms are
defined in Article Nine Section Second of these By-laws)that is holder of 10%
(ten percent) or more shares issued by the Company or has the right, jointly or
severally with a Related Party (as such term is defined in Article Nine Section
Second of these By-laws), to exercise its voting right on

                                     - 47 -

<PAGE>

shares issued by the Company, representing 10% (ten percent) or more of the
capital stock, and (n) the spouse or concubine, as well as their family by
consanguinity, affinity or civil, up to five degrees, without any limitation, of
the persons mentioned in the foregoing paragraphs (a) through (n). The
foregoing, in the understanding that in connection to the provisions of
paragraphs (k), (l) and (m) , the persons who are intended to be appointed as
Statutory Auditors shall not lose their independent character when its sole
relation or link with a Competitor of the Company or its Subsidiaries or
Affiliates or Related Parties (as such terms are defined in Article Nine Section
Second of these By-laws), derives, directly or indirectly, from accounting or
auditing services to that Competitor or when the fees, prices, economic
remunerations or benefits have been received from a Competitor of the Company or
its Subsidiaries or Affiliates or Related Parties (as such terms are defined in
Article Nine Section Second of these By-laws) exclusively from rendering
accounting and auditing services to that Competitor.

         The holders of ordinary shares and, if applicable, the holders of
non-voting shares, that represent at least ten percent of the capital stock, may
appoint a Statutory Auditor.

         The Statutory Auditors shall have the authorities and obligations
listed in Article one hundred and sixty-six of the General Law of Mercantile
Companies. Also, they shall be summoned, additionally from the meetings of the
Board of Directors, to all the meetings of the Executive Committee and the
Auditors Committee, to which they shall assist with voice but without voting
rights.

         ARTICLE THIRTY-SEVEN. When taking office, the Examiner and his
Alternate must guarantee their management by depositing at the treasury of the
Company the amount of $100,000 (ONE HUNDRED THOUSAND 11/100 Mex. Cy.) in cash,
or granting a bond in said amount that they may not withdraw until their
management has been approved by the Shareholders Meeting. The Examiner shall
receive the fees annually stated by the Ordinary Shareholders Meeting.

                                  CHAPTER VII

                      FISCAL YEAR AND FINANCIAL INFORMATION

         ARTICLE THIRTY-EIGHT. The fiscal year of the Company shall coincide
with the calendar year. In the event that the Company enters into liquidation
proceedings or is merged, its fiscal year shall end before the date on which it
undergoes liquidation proceedings or is merged and it shall be considered that
there shall be a fiscal year all the time the Company is under liquidation; this
last fiscal year must coincide with the provisions of the applicable fiscal
laws.

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<PAGE>

         ARTICLE THIRTY-NINE. Within the four months following the end of each
fiscal year, the Board of Directors shall prepare, at least, the following
financial information:

         (a) A report from the Board of Directors on the progress of the Company
during the fiscal year, as well as the policies followed by the Board itself,
and, if any, on the main existing projects;

         (b) A report stating and explaining the main accounting and information
criteria and policies followed in the preparation of the financial information;

         (c) A statement showing the financial condition of the Company as at
the end of the fiscal year;

         (d) A statement showing, duly explained and classified, the results of
the Company during the fiscal year;

         (e) A statement showing the changes in the financial condition of the
Company during the fiscal year;

         (f) A statement showing the changes in the items forming the corporate
patrimony, which occurred during the fiscal year; and

         (g) Notes that may be necessary to fully clarify the information
contained in the above-mentioned statements.

                                  CHAPTER VIII

                               PROFITS AND LOSSES

         ARTICLE FORTY. From the net profits of each fiscal year, according to
the financial statements, the following applications shall be made once the
amounts necessary to: (i) make the payments or the provisions to pay the
respective taxes; (ii) the funds that may be set aside in a compulsory manner by
operation of law; (iii) if any, the redemption of losses of previous fiscal
years; and (iv) the payments charged to the general expenses of the fiscal year
which had been made to pay the members of the Board of Directors, Examiners and
Director General, have been deducted:

         1.       Five percent shall be set aside to create, increase or if
necessary, replenish the reserve fund, until said fund equals twenty percent of
the paid-up capital stock.

         2.       The amounts that the Meeting resolves to assign to create or
increase general or special reserves, including, if applicable, the reserve to
repurchase shares or securities representing them referred to in section I of
Article 14 Bis of the Securities Market Law and Article Twelve of these By-laws.

         3.       From the remaining amount, the sum necessary to pay all
shareholders

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<PAGE>

the dividends which, if any, were decreed by resolution of the Meeting and under
the terms provided for in Article Seven of these By-laws shall be taken.

         4.       The surplus, if any, shall remain available for the Meeting or
for the Board of Directors, if so authorized by the Meeting itself. The Meeting
may apply the surplus as it may deem convenient for the interest of the Company
and its shareholders.

         ARTICLE FORTY-ONE. Losses, if any, shall be borne by all shareholders
in proportion to the number of their shares, without their liability exceeding
the amount of their contributions.

                                   CHAPTER IX

                           DISSOLUTION AND LIQUIDATION

         ARTICLE FORTY-TWO. The Company shall be dissolved in any of the events
provided for by Article Two hundred and twenty-nine of the General Law of
Mercantile Companies.

         ARTICLE FORTY-THREE. Once the Company has been dissolved, it shall
enter liquidation proceedings. The Extraordinary Shareholders Meeting shall
appoint one or more regular liquidators, being able to appoint their respective
alternates, if it so wishes, who shall have the authorities that the Law or the
Shareholders Meeting appointing them shall determine.

         ARTICLE FORTY-FOUR. The liquidator or liquidators shall carry out the
liquidation according to the basis which, if any, had been determined by the
Meeting and in the absence thereof, in accordance with the following bases and
in accordance with the provisions of the respective chapter of the General Law
of Mercantile Companies:

         (a) They shall complete the businesses in the manner they may deem the
most convenient;

         (b) They shall pay the credits and the debts by disposing of the assets
of the Company that may be necessary to sell for such purpose;

         (c) They shall prepare the final liquidation balance sheet; and

         (d) Once the final liquidation balance sheet has been approved, they
shall allocate the liquid assets as follows:

                  d-One. Series "D" shareholders shall be paid a senior
         accumulative dividend equivalent to five percent on the theoretical
         value of the shares corresponding to them and which have not been paid,
         as indicated, before allocating the allocable remainder.

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<PAGE>

                  d-Two. Following and once the dividend to which paragraph
         d-One refers, the holders of Series "D" shares shall receive a payment
         corresponding to the refund per share equivalent to its theoretical
         value of ZERO POINT ONE THOUSAND SEVEN HUNDRED EIGHT MILLION EIGHT
         HUNDRED SEVENTY EIGHT THOUSAND SEVEN HUNDRED AND FIFTY SIX CENTS
         (N$0.1708878756) per share.

                  d-Three. Once the item referred to in paragraph d-One and
         d-Two above have been paid, a payment per share to each of Series "A"
         and "L" shareholders equivalent to the payment received by each of
         Series "D" shareholders shall be made according to the above two
         paragraphs.

                  d-Four. The remainder shall be distributed equally among all
         shareholders in proportion to the number of shares and the amount paid
         each of them hold.

         In the event of controversy among the liquidators, the Examiner must
call a Shareholders Meeting for it to resolve the questions regarding any
controversy which may have arisen.

         ARTICLE FORTY-FIVE. During the liquidation proceedings, the Meeting
shall be held in the manner provided for in these By-laws, and the liquidator or
liquidators shall carry out functions equivalent to those corresponding to the
Board of Directors during the normal existence of the Company, and the Examiner
shall continue fulfilling, regarding the liquidator or liquidators, the
functions he had carried out during the existence of the corporation, regarding
the Board of Directors.

                                   CHAPTER X

                           JURISDICTION AND COMPETENCE

         ARTICLE FORTY-SIX. For the construction of and compliance with these
By-laws, the Shareholders expressly submit to the competence of the courts of
Mexico City, Federal District, for which reason they waive any other forum that
may correspond to them by reason of their domicile.

                                   CHAPTER XI

                               SPECIAL PROVISIONS

         ARTICLE FORTY-SEVEN. Under the terms of Article Sixteen of the Mexican
Securities Market Law, it is agreed that if the listing of the shares of the
Company in the Securities Section of the National Registry of Securities and
Intermediaries were cancelled, either by the request of the Company itself or by
resolution passed by the National Securities Commission under the terms of the
Law, the majority shareholders

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<PAGE>

shall make a public purchase offer prior to the cancellation, at the highest
price resulting from the average of the closing of operations made during the
thirty days prior to the date of their offer where the shares had been quoted or
else the net value of each share, in accordance with the most recent quarterly
report of the Company, submitted to the National Securities Commission and to
Bolsa Mexicana de Valores, S.A. de C.V., except in the event that the
cancellation would have been approved by ninety-five percent (95%) of the
holders of the ordinary shares of the Company. In order to amend this Article
Forty-Seven, the favorable resolution of at least ninety-five percent (95%) of
the holders of ordinary shares of the Company is required as well as the prior
approval of the National Securities Commission.

         If the shares of the Company are evidenced with Ordinary Participation
Certificates or other securities, the provisions of this Article regarding the
shares of the Company shall be applied to them as relevant.

                                  CHAPTER XII

                               TRANSITORY ARTICLES

         ARTICLE ONE-TRANSITORY. It is hereby approved that the Restructure of
the Series of Shares representing the capital stock shall become effective
December 13, 1993 at the close of the market operations, save in the event that
the Board of Directors suspends the effects of such Restructure.

         ARTICLE TWO-TRANSITORY. Grupo Televicentro, S.A. de C.V., the
subsidiaries of Grupo Televicentro, S.A. de C.V. and the shareholders of Grupo
Televicentro, S.A. de C.V. (the "Founding Shareholders") bind themselves, for a
ten-year period as from the date on which the Restructure of the Series of the
Shares representing the capital stock is made, that the voting right
corresponding to them by the fact of being the holders of Series "L" shares
shall be exercised in the same sense on which the majority of all other Series
"L" shares are voted so that public investors may determine the sense of the
vote corresponding to such Series of shares.

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