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                                                                     EXHIBIT 1.1


                              GRUPO TELEVISA, S.A.
                          AMENDED AND RESTATED BY-LAWS
                          (DATED AS OF APRIL 16, 2004)




                                    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.

      (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
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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. The capital stock will be represented by Series "A", "B",
"D" and "L", pursuant to Article Six of these by-laws.


The Series "A", "B" and "D" can only be acquired by:

ONE. Individuals of 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. Credit institutions, acting as trustees in 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.

The Company would not admit, direct or indirectly, as shareholders of Series
"A", "B" or "D", to foreign investors or to companies whose by-laws include a
foreign investment admission clause. In case the aforesaid investors or
companies get to acquire Series "A", "B" or "D", the Company would absolutely
not recognize them any right whatsoever as shareholders. The above, in the
understanding, however, that such investors and companies may be holders of
ordinary


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certificates of participation issued upon shares of the Company, notwithstanding
the series that represent, but always taking into consideration that the trust
to which the same are transferred, is considered and has been authorized as
neutral investment in accordance with the applicable law.

The Series "L" shall be considered neutral investment and can be acquired by
Mexican investors and by foreign individuals, companies and economic entities or
by individuals, companies or entities referred to in sections II and III of
article Two of the Foreign Investment Law. The Series "L" would not be taken
into account in order to determine the amount and proportion of the
participation of foreign investors in the capital stock, pursuant to the
applicable 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.

Holders of ordinary participation certificates issued upon Series "A", "B", "D"
and "L" of the Company, that are foreigners or Mexican companies whose by-laws
include a foreign investment admission clause, may exercise only and exclusively
the corporate rights with respect to their Series "L", same that cannot grant to
their holders, in any case whatsoever, the right to appoint more than two
members of the Board of Directors of the Company.

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

      The control of the Company, in any moment and under any circumstance, can
be withhold, individual or jointly, de iure or de facto, by foreign individuals,
entities of foreign nationality and/or Mexican companies with majority of
foreign capital. For purposes of this paragraph, "control" shall have the
meaning set forth in Section Two of Article Ninth of these by-laws.



                                   CHAPTER II

                            CAPITAL STOCK AND SHARES


      ARTICLE SIX.  The capital stock is fixed.

The Company's authorized capital stock is Ps$2,524'173,643.26 (Two thousand five
hundred twenty four million one hundred seventy three thousand six hundred and
forty three Pesos, twenty six cents, Mexican Currency), represented by
369,273'370,401 (Three hundred sixty nine thousand two hundred seventy three
million three hundred seventy thousand four hundred and one) nominative shares,
without par value, which shall be divided in four series, as follows;

i)    Series "A" consisting of up to 124,736'244,175 ordinary shares;

ii)   Series "B" consisting of up to 60,269'682,796 ordinary shares;


                                      -3-
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iii)  Series "D" consisting of up to 92,133'721,715 shares with limited voting
      rights and preferred dividend, issued pursuant to article One hundred
      thirteen of the General Law of Commercial Companies; and

iv)   Series "L" consisting of up to 92,133'721,715 shares with limitations to
      voting and other corporate rights.

Series "A" and "B" shall be integrated by ordinary shares, with full voting
rights that will represent, at any time, 100% (One hundred percent) of the total
of the ordinary shares. The aggregate of the Series "A" and "B" shall represent,
at least, 50% (Fifty percent) plus one share of the capital stock of the
Company, to therefore, at any moment and under no circumstance, the total amount
of ordinary shares can be equal or less than the aggregate of the Series "D" and
"L".

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
Commercial Companies, which by no means shall represent, added to the Series "L"
shares, an equal or larger number to the total ordinary outstanding shares.

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", an equal or
larger number than the total ordinary outstanding shares.

The capital stock and the number of shares referred to in sections i), ii), iii)
and iv) above may diminish in case the Company repurchase its own shares
pursuant to provisions set forth in articles 14 Bis 3 of the Securities Law and
Eighth of these by-laws, but always being in compliance with the requirements
and limitations established in this Article.

The Company will be able to issue non-subscribed shares in the terms and
provisions 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 transfer 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.

      ARTICLE SEVEN. Within its respective Series, each share shall grant equal
rights and obligations to their holders.

Each Series "A" and "B" ordinary share shall grant the right to 1 (one) vote at
the Shareholders Meetings.

      I. Holders of Series "A", shall have the right to appoint and remove
      eleven members of the Board of Directors and their respective alternates,
      as well as the Chairman of the Board of Directors, the Chairman or General
      Manager of the Company and the Secretary


                                      -4-
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      and Alternate Secretary of the Board of Directors, according to the
      provisions of Article Twenty Two of these by-laws. Holders of Series "A"
      shall have the monetary and economic rights conferred by law and these
      by-laws, including, but not limited to, the participation in any profits
      and the preferential right to subscribe the new shares of such series to
      be issued in such proportion as may correspond to them.

II.   Holders of Series "B", shall have the right to appoint and remove five
      members of the Board of Directors and their respective alternates,
      pursuant to Article Twenty Two herein. Holders of Series "B" shall have
      the monetary and economic rights conferred by law and these by-laws,
      including, but not limited to, the participation in any profits and the
      preferential right to subscribe the new shares of such series to be issued
      in such proportion as may correspond to them.

III.  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 Commercial 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
      Commercial 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 General Extraordinary
      Shareholders Meeting is held to deal with any of the following matters:

      1.    Extension of the corporate existence of the Company;

      2.    Advance dissolution of the Company;

      3.    Change in the corporate purpose of the Company;

      4.    Change of nationality of the Company;

      5.    Transformation of the Company; and

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

      Series "D" shareholders, by resolution passed at a Special Meeting called
      for said purpose, shall be entitled to appoint and remove two members of
      the Board of Directors and their respective alternates, by means of the
      favorable vote of at least fifty percent of the outstanding Series "D"
      shareholders, which resolution shall be notified to the General Ordinary
      Shareholders Meeting through the person that have acted as secretary of
      the respective Special Meeting. The Proprietary Directors and Alternates
      that, in its case, were appointed by holders of Series "D", 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 appointed by holders of Series "D" shall
      be resolved at a Special Shareholders Meeting and later notified to the
      General Ordinary Shareholders Meeting in the same form than the
      designations.

      In addition, Series "D" shareholders shall be entitled to vote, regarding
      the cancellation of


                                      -5-
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      the listing of Series "D" shares of the Company or other securities issued
      regarding said shares in the Securities Section or Special Section of the
      National Registry of Securities and in other national or foreign stock
      exchanges where they are registered or listed.



   Holders of Series "D" will have the preferential right to subscribe the new
   shares of such series to be issued in such proportion as may correspond to
   them.


      Holders of Series "D" 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 Commercial Companies,
      in the same terms as the other shareholders of the Company, once the
      minimum preferred dividend paid under the terms of the second paragraph of
      article One Hundred and Thirteen of the General Law of Commercial
      Companies, according to the following:

      a.    In terms of article One Hundred of the General Law of Commercial
            Companies, dividends can not be assigned to the holders of
            ordinary shares, without paying beforehand to the Series "D" of
            limited vote, an annual dividend of $0.00034177575 Mexican
            Pesos, per share, equal to five percent of the theoretical value
            of Series "D" shares that amounts to $0.00683551495 Mexican
            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 section a. above has been paid and
            the General Shareholders Meeting declares the payment of additional
            dividends, Series "A", "B" and "L" shareholders must receive the
            same amount of dividend received by Series "D" shareholders
            according to section 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", "B", "D", and "L" shall receive, per share, the same amount of
            dividends, so that each Series "D" shall receive the payment of
            additional dividends in the manner and in an amount identical to
            those received by each of Series "A", "B" or "L".

      IV. 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" of the Company or of other securities
issued with respect to such shares in the Special Section of the National
Securities Registry in which they may be listed. Holders pf Series "L", by means
of a resolution passed in a Special Meeting called for such purpose, shall be
entitled to appoint and remove two members of the Board of Directors and their
respective alternates, appointment which shall take place by means of the
favorable


                                      -6-
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vote of at least fifty percent of the outstanding Series "L" shareholders, and
which resolution shall be notified to the General Ordinary Shareholders Meeting
through the person that acted as secretary of the corresponding Special Meeting.
The Proprietary and Alternates Directors 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 appointed by Series "L" shareholders
must be convened in a Special Shareholders Meeting and later notified to the
General Ordinary Shareholders Meeting in the same form as the designations.
Holders of Series "L" shall have the same monetary or economic rights as Series
"A" and "B" ordinary shareholders, including the participation in any profits of
the Company and the preferential right to subscribe the new shares to be issued
of such Series "L" in the proportion that may correspond to them in such Series
"L".

      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.


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      ARTICLE NINE. Section First. According to articles One Hundred and
Twenty-Eight and One Hundred and Twenty-Nine of the General Law of Commercial
Companies, either directly or pursuant to article 57 paragraph IV section b) of
the Securities Market Law, the Company shall keep and maintain a Stock Registry,
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 or more shares of
Series "A", Series "B", Series "D", Series "L", and if applicable, of the other
series that the shareholders meeting may so determine. 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, only to the "A", "B", "D" and "L" 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" or any other series that holds the person who owns the
majority of Series "A" and the permanent shareholder of the Company or any of
its assignees, successors or the credit institutions that act as trustees in
their behalf, and (ii) with respect to such Series "A" or any other series that,
in its case, are contributed or affected in favor of financial institutions
acting as trustees 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, same that, therefore, may keep independently in the trust
estate of such trusts shares of the same series.

      The Stock Registry 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 Registry.

      However, the Board of Directors or the Executive Committee, indistinctly,
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.
Also, in case there are non-fulfillments to the provisions set forth in Section
Two of this Article, the Board of Directors or the Executive Committee may
cancel any registrations made under the Registry

            The Company shall consider as legal shareholder whomever is
registered as such in the Stock Registry, 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.


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      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 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


                                      -9-
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                  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
                  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


                                      -10-
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                  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 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.


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      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 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.


                                      -12-
<PAGE>
            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 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,


                                      -13-
<PAGE>
            directly or indirectly, be it in one single act or in a 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
            adopted with the favorable vote of the holders of Shares
            representing, at least, 75% (seventy five percent) of the
            ordinary voting Shares.


                                      -14-
<PAGE>
            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



            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


                                      -15-
<PAGE>
            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.

      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


                                      -16-
<PAGE>
      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.

      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.


                                      -17-
<PAGE>
      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.

            "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


                                      -18-
<PAGE>
            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 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.


                                      -19-
<PAGE>
      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. The Subsidiaries of the Company may in no event invest,
neither directly nor indirectly, in the capital stock of the Company, nor of any
other company with respect to which the Company is its Subsidiary, unless in the
event of such Subsidiaries acquiring shares of the 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 Subsidiaries or
this Company, provided that the number of those shares does not exceed 25%
(twenty-five percent) of all outstanding shares of this Company. For purposes of
this Article, the term Subsidiary shall have the meaning set forth in the
general accounting accepted principles referred to in the general provisions or
rules issued by the National Banking and Securities Commission.



                                 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
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 Commercial 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)


                                      -20-
<PAGE>
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 Commercial
Companies, and article 14 Bis 3, Section 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 Commercial 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


                                      -21-
<PAGE>
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 Commercial 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 certificates, they must have adhered thereto
the numbered registered coupons as set provided in the applicable legislation or
the ones 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 Commercial
Companies and Article Nine Section Second, second paragraph of Article Twenty
First, Twenty Third and Forty Seventh of these by-laws, and those others that,
by express disposition of the law or of these by-laws, must be dealt, discussed
and approved in an Extraordinary Meeting. Likewise, Extraordinary Meetings shall
be those convened 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 the following matters, as the
case may be depending on the respective Series and shall be subject the
provisions set forth in Article Twenty Fifth of these by-laws and if nothing is
provided therein, is shall be applicable the provisions of the Extraordinary
Meetings:

      (i)   Special Meetings for Series "D":


                                      -22-
<PAGE>
      Special Meetings for Series "D" shall be those held by the shareholders of
      such Series in order to deal with the following:

            (a)   Appoint and remove the members of the Board of Directors and
                  their respective Alternates that to such Series "D" correspond
                  to appoint, pursuant to Articles Seventh, Twenty Sixth and
                  other related of these by-laws.

            (b)   Discuss and approve, in advance, any provision that may harm
                  the rights that are conferred in these by-laws to Series "D"
                  and not to any other of the remaining Series.

      (ii)  Special Meetings for Series "L":

      Special Meetings for Series "L" shall be those held by the shareholders of
      such Series in order to deal with the following:

            (a)   Appoint and remove the members of the Board of Directors and
                  their respective Alternates that to such Series "L" correspond
                  to appoint, pursuant to Articles Seventh, Twenty Sixth and
                  other related of these by-laws.

      Discuss and approve, in advance, any provision that may harm the rights
that are conferred in these by-laws to Series "D" and not to any other of the
remaining Series.

      ARTICLE FIFTEEN. Calls for Shareholders Meetings must be made by the Board
of Directors or by the Statutory Auditors. 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 Statutory
Auditors 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 Commercial 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 Commercial 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
circulation in Manhattan, New York, United States of America, at least fifteen
days in advance to the date fixed for the Meeting for cases of General Ordinary
Shareholders Meeting, and at least eight days in advance to the dated in which
the meeting shall be held, for cases of General Extraordinary Shareholders
Meeting if


                                      -23-
<PAGE>
the Special Shareholders 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, either if such meeting shall be general or special, ordinary
or extraordinary. The Shareholders Meetings may be called by the Board of
Directors, by the Chairman of such Board and by the Statutory Auditor. 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 "D" and Series "L"
are not entitled to vote, they may be held without a prior call, if the total
number of Series "A" and Series "B" 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 in the corresponding
meeting 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.


                                      -24-
<PAGE>
      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 Market Law, the following information: (a) the
express mention and under oath of truth in the sense that if the shareholder (or
holder of the stock certificates referred to the shares representative of the
capital stock of the Company) 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 (or holder of
the stock certificates referred to the shares representative of the capital
stock of the Company), is the owner of shares or of rights over shares issued by
the Company; (d) the identity and nationality of each shareholder (or holder of
the stock certificates referred to the shares representative of the capital
stock of the Company) 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 Board of Directors and the Executive Committee of the Company,
indistinctly, shall be authorized to establish exceptions to the requirements
provided for in sections (a) to (d) above.

      The Secretary of the Board of Directors shall be obligated to certify that
such forms include all the requirements provided in article 14 Bis 3, section
VI, paragraph a) of the Securities Market Law and that the same are made
available to the securities market intermediaries crediting to have the
representation of the shareholders of the Company during the term referred to in
article One Hundred and Seventy Three of the General Law of Commercial
Companies, which shall be stated in the corresponding minute.

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


                                      -25-
<PAGE>
      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 Statutory Auditors.

      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.

      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: 1 (one), the report of the
Board of Directors regarding the financial position of the Company and all other
accounting documents submitted to the Shareholders Meeting pursuant to article
One Hundred and Seventy Two of the General Law of Commercial Companies; 2 (two),
the report of the Statutory Auditor, regarding the veracity, sufficiency and
reasonability of the information submitted by the Meeting by the Board of
Directors to the Meeting, pursuant to article One Hundred and Sixty Six of the
General Law of Commercial Companies; 3 (three), the audited consolidated and
unconsolidated financial statements, including the notes necessary to clarify
and supplement the information thereof; 4 (four), resolve on the application of
profits, if any; 5 (five), carry out the appointment, and if the case may be,
the removal, of the members of the Board of Directors of the Company and their
respective Alternates; and 6 (six), carry out the appointment and, if the case
may be, the removal of the Chairman of the Board of Directors, the Chairman or
Chief Executive Officer of the Company, and the Secretary and Alternate
Secretaries, these last ones may be or may not be members of the Board of
Directors, and determine their remuneration. The appointment and/or removal of
the Chairman of the Board of Directors, the Chairman or Chief Executive Officer
of the Company, and of the Secretary and Alternate Secretaries, shall correspond
to the shareholders of Series "A". Pursuant to Articles Seventh and Twenty
Second of these by-laws, in order for a Shareholders Meeting to revolve
favorably with respect to the matters listed above from 1 (one) to 6 (six), it
will be required the favorable vote of the majority of the Series "A"
represented in the corresponding General Ordinary Shareholders Meeting.


      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 those matters that by express disposition of the law or of these
by-laws are exclusive to be dealt and approved in such Meetings. Pursuant to
section XII of article One Hundred and Eighty Two of the General Law of
Commercial Companies, particularly, the following matters, shall be dealt in a
General Extraordinary Meeting:


                                      -26-
<PAGE>
      (i)   Increase or reduction of capital stock of the Company;

      (ii)  Change in the corporate purpose;


      (iii) Issue of privileged shares;

      (iv)  Redemption by the Company of its shares and issue of shares of
            enjoyment; with out this being applicable to the repurchase of
            shares referred to in article 14-Bis 3 of the Securities Law and
            Article Eighth of these by-laws;

      (v)   Issue of debentures or any other type of bonds;

      (vi)  Merger of the Company;

      (vii) Spin-off of the Company;

      (viii)The resolution regarding the exercise of the liability actions and
            other acts provided in articles One Hundred and Sixty One and One
            Hundred and Sixty Two of the General Law of Commercial Companies,
            against any of the members of the Board of Directors or of the Audit
            Committee of the Company or of the Statutory Auditors;

      (ix)  the resolution of matters referred to, respectively, on Articles
            Ninth Section Second and Forty Seventh of these by-laws;

      (x)   Any amendment to these by-laws.

The matters referred to in sections (i) to (x) above, shall be subject to the
necessary quorum for the installment and voting set forth in Article Twenty
Third of these by-laws.

Special Meetings of Series "D" and "L" 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 General Ordinary Shareholders Meeting in which the Board of
Directors is appointed, to appoint Regular and Alternate members of the Board of
Directors that correspond to each of such Series, respectively, pursuant to
Articles Seventh, Twenty Sixth and others related to of this by-laws. The
appointment of the members that each one of the Special Meetings has resolved,
shall be notice to the corresponding General Ordinary Shareholders Meeting,
through the person that have acted as Secretary in each one of the Special
Meetings.

      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


                                      -27-
<PAGE>
Company that, without being employees 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 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


                                      -28-
<PAGE>
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 ordinary shares with
voting rights, unless for what is provided further on, shall be represented
thereat, and the adopted resolutions will be valid if adopted by the vote of the
majority of the present shares. In the event of a second or subsequent call,
Ordinary Shareholders Meetings may be validly held, regardless of the number of
ordinary shares that are represented at the Meeting and, unless for what is
provided further on, the resolutions thereof shall be valid when adopted by the
majority of votes of the ordinary shares present at such meeting.


In order for a Ordinary Shareholders Meeting to adopt resolutions validly,
either in first or ulterior call, with respect to the following matters, it
shall be necessary the favorable vote of the majority of Series "A" represented
in the corresponding Meeting:

   (i)      The report of the Board of Directors submitted to the Meeting
            pursuant to article One Hundred and Seventy Two of the General Law
            of Commercial Companies;

   (ii)     The report of the Statutory Auditor with respect to the veracity,
            sufficiency and reasonability of the report submitted by the Board
            of Directors to the Meeting, pursuant to article One Hundred and
            Sixty Six of the General Law of Commercial Companies;

   (iii)    The consolidated and unconsolidated financial statements audited by
            and independent public accountant, including the notes necessary to
            clarify and supplement the information thereof;

   (iv)     The application of profits, including, expressly, the payment of
            dividends in cash or in shares, under any way;

   (v)      The appointment and, as the case may be, removal, of 11 (eleven)
            members of the Board of Directors and their respective Alternates,
            that correspond to Series "A";

   (vi)     The appointment and, as the case may be, removal, of the Chairman of
            the Board of Directors, the Chairman or Chief Executive Officer of
            the Company, and the Secretary and Alternate Secretaries;

   (vii)    The establishment of the amount that might be destined to the
            repurchase of shares, as well as the establishment of the percentage
            of the capital stock susceptible of such operations;


                                      -29-
<PAGE>
   (viii)   The appointment and, as the case may be, removal of the Statutory
            Auditors, including their Alternates;

   (ix)     The appointment and, as the case may be, removal of the members of
            the Executive Committee and the Audit Committee of the Company, if
            it corresponds to the Shareholders Meeting their appointment or
            removal.

Also, in the Ordinary Shareholders Meeting for the appointment and/or, as the
case may be, removal, of the Regular and Alternate Directors of the Board of
Directors of the Company, the voting shall be carried out and counted necessary
separately for each Series represented in such Meeting. Therefore (i) the
shareholders of Series "A" shall appoint and/or remove in the General Ordinary
Shareholders Meeting, by resolution adopted by the majority of such Series "A"
represented in the Meeting, to eleven members of the Board of Directors and
their respective Alternates, that, pursuant to Articles Seventh and Twenty Sixth
of these by-laws, correspond such Series "A" to appoint and/or remove, as well
as to the Chairman and the Secretary and Alternate Secretaries of the Board of
Directors, and the Chairman and Chief Executive Officer of the Company, event in
which shareholders of the other Series would not be able to participate in the
respective deliberations and resolutions; and (ii) the shareholders of Series
"B" shall appoint and/or, as the case may be, remove, in the Ordinary
Shareholders Meeting, by resolution adopted by the majority of such Series "B"
represented in the Meeting, to five members of the Board of Directors and their
respective Alternates, that, pursuant to Articles Seventh and Twenty Sixth of
these by-laws, correspond such Series "B" to appoint and/or remove, event in
which shareholders of the other Series would not be able to participate in the
respective deliberations and resolutions.

      Those shareholders 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 one hundred and ninety
nine of the General Law of Commercial Companies. Also, those shareholders 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 two hundred and one of the General Law of Commercial Companies, also
applying article two hundred and two of such law.

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


I.    First Call.

      I.1.- Pursuant to section XII of article One Hundred and Eighty Two of the
General Law of Commercial Companies, in the case of Meetings held in first call
in order to deal and resolve the following matters, 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


                                      -30-
<PAGE>
percent of the shares entitled to vote, only, if in such percentage, is included
the favorable vote of the majority of Series "A" represented in the Meeting:

    (i)     Increase or reduction of capital stock of the Company;

    (ii)    Change in the corporate purpose;

    (iii)   Issue of privileged shares;

    (iv)    Redemption by the Company of its shares and issue of shares of
            enjoyment; with out this being applicable to the repurchase of
            shares referred to in article 14-Bis 3 of the Securities Law and
            Article Eighth of these by-laws;

    (v)     Issue of debentures or any other type of bonds;

    (vi)    Merger of the Company;

    (vii)   Spin-off of the Company;

    (viii)  the resolution of matters referred to in Article Forty Seventh of
            these by-laws;

    (ix)    Any amendment to these by-laws.


In any case, the provisions of Article Twenty Fourth of these Bylaws must be
complied with.

      I.2.- Pursuant to section XII of article One Hundred and Eighty Two of the
General Law of Commercial Companies, in the event of a Meeting held due to first
call in order to deliver and resolve about the exercise of liability actions and
other acts referred to in articles One Hundred and Sixty One and One Hundred and
Sixty Two of the General Law of Commercial Companies, against any of the members
of the Board of Directors or the Audit Committee of the Company, or the
Statutory Auditors, 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, only,
if in such percentage, is included the favorable vote of the majority of Series
"A" represented in the Meeting.

In any case, the provisions of Article Twenty Fourth of these Bylaws must be
complied with.

      I.3.- Pursuant to section XII of article One Hundred and Eighty Two of the
General Law of Commercial Companies, 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 of these by-laws, and, only, if in such percentage, is included the
favorable vote of the majority of Series "A" represented in the Meeting.


                                      -31-
<PAGE>
II.   Second Call.

      II.1.- In the event of a Meeting held due to second or subsequent calls,
in order to deal and resolve the following matters 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, only, if in such percentage, is included the
favorable vote of the majority of Series "A" represented in the Meeting.

    (i)     Increase or reduction of capital stock of the Company;

    (ii)    Change in the corporate purpose;

    (iii)   Issue of privileged shares;

    (iv)    Redemption by the Company of its shares and issue of shares of
            enjoyment; with out this being applicable to the repurchase of
            shares referred to in article 14-Bis 3 of the Securities Law and
            Article Eighth of these by-laws;

    (v)     Issue of debentures or any other type of bonds;

    (vi)    Merger of the Company;

    (vii)   Spin-off of the Company;

    (viii)  the resolution of matters referred to in Article Forty Seventh of
            these by-laws;

    (ix)    Any amendment to these by-laws.


In either case, the provisions of Article Twenty Four of these By-Laws shall be
observed.

      II.2.- In the event of a Meeting held due to second or subsequent calls in
order to deliver and resolve about the exercise of liability actions and other
acts referred to in articles One Hundred and Sixty One and One Hundred and Sixty
Two of the General Law of Commercial Companies, against any of the members of
the Board of Directors or the Audit Committee of the Company, or the Statutory
Auditors, 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, only, if in
such percentage, is included the favorable vote of the majority of Series "A"
represented in the Meeting.

In either case, the provisions of Article Twenty Four of these By-Laws shall be
observed.

      II.3.- In the event of a Meeting held due to second or subsequent calls in
order to deliver and resolve under the acts referred to in Article Ninth Section
Second of these by-laws, 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 terms of the provisions of such Article of these by-laws, and, only,
if in such


                                      -32-
<PAGE>
percentage, is included the favorable vote of the majority of Series "A"
represented in the Meeting.

      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 One Hundred and Ninety Nine of the
General Law of Commercial 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 Two Hundred and One of the
General Law of Commercial Companies, also applying article Two Hundred and Two
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. In order for the Special Meetings of holders of Series "D" or "L" be
considered validly convened in a first call, it will be required that at least
the seventy five percent of the outstanding Series "D" or "L", as the case my
be, are present or represented in the corresponding meeting, and their
resolutions shall be valid when passed by the favorable vote of at least fifty
percent of the outstanding Series "D" or "L", as the case may be.

      TWO. In order for the Special Meetings of holders of Series "D" and "L" be
considered validly convened in a second or ulterior call, it will be required at
least fifty percent of the outstanding Series "L" or Series "D" shares, as
applicable, are represented thereat and their resolutions shall be valid if
taken by the favorable vote of the outstanding Series "D" or "Series "L"
representing at least fifty percent of said shares, as the case may be. Also, in
cases of second or ulterior call, this shall be published pursuant to Article
Sixteenth herein, stating such circumstance, once that the Special Meeting in a
first call were not convened.


                                      -33-
<PAGE>
                                  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 twenty
Regular members, whom shall be appointed as follows:


      (i)   Series "A" shareholders will have the right to appoint eleven
            Regular members and their respective Alternates; such appointment
            shall be made pursuant to provisions set forth in Article Twenty
            Second and other related of these by-laws;
      (ii)  Series "B" shareholders will have the right to appoint five Regular
            members and their respective Alternates; such appointment shall be
            made pursuant to provisions set forth in Article Twenty Second and
            other related of these by-laws;
      (iii) Series "D" shareholders will have the right to appoint two Regular
            members and their respective Alternates; such appointment shall be
            made pursuant to provisions set forth in Articles Seventh, Twenty
            First, Twenty Fifth and other related of these by-laws, in the
            understanding that the individuals appointed, must fulfill with the
            requirements established in such Article Twenty First, and
      (iv)  Series "L" shareholders will have the right to appoint two Regular
            members and their respective Alternates; such appointment shall be
            made pursuant to provisions set forth in Articles Seventh, Twenty
            First, Twenty Fifth and other related of these by-laws, in the
            understanding that the individuals appointed, must fulfill with the
            requirements established in such Article Twenty First.

Pursuant to provisions set forth in article 14 (fourteen) Bis 3, section IV of
the Securities Market Law, at least twenty five percent of the Regular members
shall be independent, which in order to be considered as independent may not
qualify for 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 "A", "B", "D" or "L" may only
cover Regular Directors appointed by such Series.

Also, the members appointed by the Series "D" or "L" shall necessarily be
considered independent in terms of the provisions of Article Twenty First of
these by-laws.


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


                                      -34-
<PAGE>
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 of Mexican citizenship. Whenever any shareholder or group of
shareholders that is entitled to or exercises the minority right to appoint
members of the Board of Directors granted in this Article, will be constrained
to participate in the voting and appointment of the remaining directors that in
its case corresponds to appoint to the respective Series, in the understanding
that in order to compute the majority of votes to carry out the appointment of
such last directors, the votes of the minority shareholders who had exercised
the mentioned right are not to be taken into account or 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 Commercial Companies,
may appoint a Regular Director and his respective Alternate, for every ten
percent of the capital stock they represent. The appointment made by the
minority shareholders, will be made exclusively taking into account the number
of the directors that correspond to appoint to such Series "A".

      Minority shareholders representing at least ten percent of the capital
stock exclusively represented by Series "B" ordinary shares, as provided for in
article one hundred and forty-four of the General Law of Commercial Companies,
may appoint a Regular Director and his respective Alternate, for every ten
percent of the capital stock they represent. The appointment made by the
minority shareholders, will be made exclusively taking into account the number
of the directors that correspond to appoint to such Series "B".

      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 appointments made
by the minority shareholders, will be made exclusively taking into account the
number of the directors that correspond to appoint to such Series "D" or "L", as
the case may be.

      In the case of the Series "D" and "L", the minority right herein provided
must be exercised, at any time, in the Special Meeting in charge or carry out
the appointment of the corresponding directors, considering the Series of the
capital stock that correspond pursuant to Article Twenty Fifth of these by-laws.
If such minority right is not exercised in the corresponding Special Meeting,
said right shall become invalid.


                                      -35-
<PAGE>
      The members that are appointed by shareholders of Series "D" and "L" in
terms of the provisions set forth in this Article, 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 shareholders of Series "A"
cannot be revoked, as long as such revocation is not agreed in the Ordinary
Shareholders Meeting by the favorable vote of the majority of Series "A"
shareholders. Also, the appointments of the directors designated by shareholders
of Series "B" cannot be revoked, as long as such revocation is not agreed in the
Ordinary Shareholders Meeting by the favorable vote of the majority of Series
"B" shareholders.

      The appointment of the members designated by shareholders of Series "D"
and "L" cannot be revoked, as long as such revocation is not agreed by the
Special Meeting to the corresponding director pursuant to Articles Seventh,
Fourteenth and Twenty First above, or, if such revocation is pretended to be
made through an Ordinary Shareholders Meeting, as long as the appointment of all
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 One Hundred and
Sixty Three of the General Law of Commercial 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 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


                                      -36-
<PAGE>
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
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


                                      -37-
<PAGE>
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
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


                                      -38-
<PAGE>
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 Commercial 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 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


                                      -39-
<PAGE>
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 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
arbiters 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


                                      -40-
<PAGE>
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 cancel any registrations made in the Stock Registry in cases
of non-fulfillment to the provisions set forth in Section Two, Article Ninth
of these by-laws.

      Eleven. 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;

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

      Thirteen.  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;

      Fourteen.  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;

      Fifteen. To propose, negotiate and approve the terms and conditions for
the establishment of programs for and/or the issuance and offering 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;

      Sixteen.  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;

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

      Eighteen.  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;


                                      -41-
<PAGE>
      Nineteen.  To prepare domestic labor rulings;

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

      Twenty-Two.  To prepare the financial statements;

      Twenty-Three.  To call the Meetings;

      Twenty-Four. Establish the Executive Committee and the Audit Committee,
both, mentioned in Article Thirty-Four of these by-laws and appoint and remove
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 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-Five. 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-Six. 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 A 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


                                      -42-
<PAGE>
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 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


                                      -43-
<PAGE>
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.





                                 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 or by
other persons that are not members of the Board of Directors, appointed
indistinctly by such Board of Directors or by the Chairman of the Company. The
persons that are appointed to form part of the Executive Committee shall form a
Delegated Collegiate Body of the Board. In the case that such authority is
exercised by the Board of Directors and by the Chairman of the Company, the
appointments made by this last one shall prevail

      B. The Board of Directors and the Chairman of the Company may appoint an
Alternate member for each Regular member of the Executive Committee they had
appointed. Alternate members shall take office in the absence of the Regular
members for whom they had been expressly appointed. If the Board of Directors or
the Chairman of the Company, 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 resolution of the Board of Directors or by
the Chairman of the Company, 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 remunerations to be determined by the Board of
Directors or, as the case may be, by the Chairman of the Company.

      D. When making the appointment of the members of the Executive Committee,
the Board of Directors of the Chairman of the Company, shall appoint, from
amongst them, the Chairman and, as the case may be, to one or more Vice-Chairmen
of the Executive Committee.

      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.


                                      -44-
<PAGE>
      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 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, the Alternate 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, Twenty, (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-two,
Twenty, three and Twenty-five. 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.


                                      -45-
<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, the Secretary and the Alternate Secretary shall be authorized to
carry them out.

      N. The Executive Committee must inform to the Board of Directors, through
its Chairman, 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 or the Executive Committee
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 General Ordinary Shareholders Meeting.

                                  SECTION IV

                         THE PRESIDENT OF THE COMPANY

      ARTICLE THIRTY-FIVE. The Company shall have a President or s General
Manager, who shall be appointed by the majority of votes of Series "A" holders
represented in the corresponding General Shareholders Meeting, pursuant to
Articles Seven, Twenty-Two and Twenty-Three of these by-laws. The President or
the General Manager of the Company, by the mere fact of his appointment, shall
be the Chief Executive Officer of the Company and shall have, among others, the
following authorities:


                                      -46-
<PAGE>
      (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" 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


                                      -47-
<PAGE>
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 appoint the members of the Executive Committee of the Company.

      (L) 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 trusted to
one Statutory Auditor whom shall be appointed by the General Ordinary
Shareholders Meeting in accordance with Article Twenty-Two herein, who may have
his respective Alternate. The Statutory Auditor does not need to be a
shareholder of the Company and shall be appointed for terms of one year, but may
be reelected once or several times, and shall continue in office until the
Meeting makes new appointments, and the one appointed take office. The Statutory
Auditor 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 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


                                      -48-
<PAGE>
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 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 Statutory Auditor shall have the authorities and obligations listed in
article one hundred and sixty-six of the General Law of Commercial Companies.
Also, it shall be


                                      -49-
<PAGE>
summoned, additionally from the meetings of the Board of Directors, to all the
meetings of the Executive Committee and the Auditors Committee, to which it
shall assist with voice but without voting rights.

      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 Auditor appointed by such
shareholders can only be revoked when the others Statutory Auditors are revoked.



      ARTICLE THIRTY-SEVEN. When taking office, the Statutory Auditory 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 Statutory Auditor
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.

      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;


                                      -50-
<PAGE>
      (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, Statutory Auditors 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 Article Eighth of these
by-laws.

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

      5. In the event of capitalization of accounting capital accounts, all the
shareholders will have the right to the corresponding proportional part of such
accounts, so they will receive shares of the class or series that the
shareholders meeting determines.

      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.


                                      -51-
<PAGE>
                                  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
Commercial 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. Once the Company has been dissolved, it shall enter
liquidation proceeding, which shall be carried out by one or more liquidators.
In order to adopt resolutions with respect to the appointment and/or removal of
the liquidator or liquidators, it will be necessary the favorable vote of the
majority of Series "A" represented in the corresponding General Extraordinary
Shareholders Meeting. The liquidator or liquidators appointed pursuant to these
by-laws and the General Law of Commercial Companies, 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 Commercial 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.1.- Series "D" shareholders shall be paid a preferred 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.

            d.2.- 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 $0.00683551495 Mexican Pesos per share.

            d-3.- Once the item referred to in paragraph d.1 and d.2 above have
      been paid, a payment per share to each of Series "A", "B" and "L"
      shareholders equivalent to the payment received by each of Series "D"
      shareholders shall be made according to the above two paragraphs.


                                      -52-
<PAGE>
            d.4.- 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 Statutory Auditor
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 Statutory
Auditor 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. In the event of cancellation of the registration of
the shares representing the capital stock of the Company in the Securities
Section of the National Securities Registry, the shareholders who hold the
majority of the ordinary shares or that have the possibility, under any title,
to impose decisions in the general shareholders meetings or to appoint the
majority of the members of the Board of Directors of the Company, must carry out
a tender offer, before to the cancellation. The shareholders mentioned must
transfer into a trust, for a period of time of at least six months, the
necessary funds, to buy at the same price of the tender offer, the shares of the
investors that do not participate in such offer, in the event that once the
tender offer has been carried out and before the cancellation of the
registration of the shares representing the capital stock of the Company or any
other securities issued pursuant to shares in the National Securities Registry,
the above mentioned shareholders do not achieve to acquire the 100% of the
capital stock paid.


The tender offer above mentioned must be carried out at least at the highest
price between (i) the Market Price (as such term is defined below), or (ii) the
book value of the shares as determined pursuant to the latest quarterly
financial information filed with the National Securities and Exchange Commission
and the Mexican Stock Exchange before the beginning of the tender


                                      -53-
<PAGE>
offer, except when such value has been modified pursuant to the applicable
criteria to the determination of relevant information, in which case, the most
recent financial information of the Company must be considered.

For purposes of the above mentioned, "Market Price" shall be understood as the
average trading price of the closing operations during the last 30 days on which
the shares were quoted prior to the date on which the tender offer is made,
during a period that cannot be of more than six months. In the event that the
number of days in which the shares have been traded during the above period is
less than thirty, it will be taken into consideration the number of days in
which were effectively traded. In the event that the shares are not trade in
such period, it will be taken into account the book value of the shares. In the
event that the tender offer comprises more than one series of shares, the
average trading price referred above, must be done for each one of the series
that is might be cancelled, taking into consideration for purposes of the Market
Price for the tender offer of all the series, the highest average.

      The Board of Directors of the Company, during the next five business days
prior to the beginning of the tender offer, must disclose its opinion, with
respect to the justification of the price of the tender offer, in which it will
take into account the interest of the minority shareholders in order to comply
with the provisions set forth in article 16, second paragraph of the Securities
Law an the opinion of the Audit Committee, which in case this last one is
contrary, its must be disclosed. If the Board of directors is precluded from
making this determination as a result of a conflict of interest, the Board's
resolution must be based on a fairness opinion issued by an Independent Expert
selected by the Audit Committee, making special emphasis to the rights of the
minority shareholders.

      The shareholders that hold the majority of the ordinary shares or that
have the possibility, under any title, to impose decisions in the general
shareholders meetings or to appoint the majority of the members of the Board of
Directors of the Company, will not be bound to carry out the tender offer above
mentioned to cancel the registration, if the consent of the shareholders that
represent at least 95% of the capital stock of the Company is accredited through
a shareholders meeting and that the amount to be offered for the shares to be
publicly-traded among the Public Investors (as defined below) is less than
300,000 UDIs, as provided in this Article. The above mentioned, in the
understanding that in order to request and obtain the cancellation, the Company
must create the trust referred to in this Article and notify the cancellation
and creation of the trust through the electronic system of information, or the
equivalent, authorized to the Mexican Stock Exchange by the National Securities
and Exchange Commission.

      For purposes of the above paragraph, "Public Investors" shall be
understood as the person or persons that keep securities of the Company,
different from this last one, but always in the case that they are not located
in any of the provisions of the Securities Law or the general dispositions or
regulations issued by the National Securities and Exchange Commission.

      The provisions of this Article must be applicable to the ordinary
certificates of participation issued upon shares of the Company.

      The shareholders bounded to carry out the tender offer provided in this
Article, may


                                      -54-
<PAGE>
request to the National Securities and Exchange Commission to authorize them,
considering the financial situation and perspectives of the Company, use a
different base for the determination of the price referred to above in this
Article, only in the case they present the prior resolution of the Board of
Directors, prior favorable opinion of the Audit Committee in which the are
explained the reasons in order to consider a different price, together with an
inform of the Independent Expert making special emphasis that the price complies
with provisions set forth in article 16 of the Securities Law.



                                 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.


                                      -55-