Exhibit 3.2**AMENDMENT TO TRUST AGREEMENT****AMENDMENT (THE “****AMENDMENT****”) TO THE TRUST AGREEMENT DATED NOVEMBER 18****th****, 1998(THE “****TRUST AGREEMENT****”), EXECUTED BY INVERSIONES Y TÉCNICAS AEROPORTUARIAS, S.A. DE C.V.(THE “****STRATEGIC PARTNER****”) AS SETTLOR-BENEFICIARY, GRUPO AEROPORTUARIO DEL SURESTE, S.A. DEC.V. (THE “****CONTROLLING COMPANY****”), AS SECONDARY BENEFICIARY AND BANCO NACIONAL DE COMERCIOEXTERIOR, S.N.C., DIVISIÓN FIDUCIARIA (THE “****TRUSTEE****”), AS TRUSTEE, ENTERED INTO BY THESTRATEGIC PARTNER, REPRESENTED BY FEDERICO CHÁVEZ PEÓN MIJARES, THE TRUSTEE, REPRESENTED BY CARLOSFLORES SALINAS AND THE CONTROLLING COMPANY, REPRESENTED BY CLAUDIO GÓNGORA MORALES, PURSUANT TO THEFOLLOWING DEFINITIONS, PRECEDENTS, RECITALS AND CLAUSES.****DEFINITIONS**     The terms defined in the Trust Agreement and in the Participation Agreement and theexhibits thereto, executed on December 18th, 1998 (the “Participation Agreement”), bythe companies that integrate the *Grupo Aeroportuario*(Airport Group), the Strategic Partner and theOwners of the Strategic Partner, among other parties, will have the same meaning in this Amendment,unless otherwise defined hereunder.**PRECEDENTS** 1. On December 18th, 1998, the Settlor-Beneficiary and the Owners of theSettlor-Beneficiary executed with the Federal Government, Nafin and *Grupo Aeroportuario*aParticipation Agreement under which they established certain rights and obligations,relative to the participation of the former in the management of the Assigned Airports,including the obligation to execute the Trust Agreement.  2. On December 18th, 1998, the Trust Agreement referred to in the preamble ofthis Amendment was executed, in compliance with the provisions of the ParticipationAgreement.  3. In terms of Section 13.2 of the Trust Agreement, the Strategic Partner andControlling Company intend to modify such Trust Agreement with respect to the manner inwhich the trustee must vote the Voting Shares at the Shareholders’ Meetings of theControlling Company, in connection with the distribution of dividends and reductions tothe capital stock of such Controlling Company.
 

 
**RECITALS**I. The Strategic Partner, through its representative, states and represents that: 1. It is a business entity duly incorporated in accordance with the laws of theUnited Mexican States, as evidenced under notarized instrument number 63,899 datedNovember 16th, 1998, issued by Mr. Armando Gálvez Pérez Aragón, Notary PublicNo. 103 of the Federal District, whose first original was registered in the PublicRegistry of Commerce under commercial folio number 242,982.  2. It acknowledges to have executed the Participation Agreement and the TrustAgreement on December 18th, 1998.  3. It acknowledges its intent to amend the Trust Agreement, in terms of theprovisions under Section 13.2 of the Trust Agreement, with respect to the mannerin which the Trustee must vote the Shares under Trust at the Shareholders’ Meetings ofthe Controlling Company, in connection with the distribution of dividends and reductionsto the capital stock of the Controlling Company.  4. By the execution of this Amendment it approves, in terms of Section 13.2of the Trust Agreement, the amendments hereby made to the Trust Agreement.  5. The execution of this Amendment does not contradict or violate any provision orclause contained in the Trust Agreement or in the Participation Agreement, and that ithas complied with all the requirements and obtained all the necessary authorizations,permits and consents in order to make this Amendment and the obligations set forthhereunder valid and enforceable.  6. Its representative is duly authorized to execute this Amendment in on its behalf,as evidenced by notarized instrument number 55,438, dated May 31st, 2004,issued by Mr. Jorge Fernando Caraza Pinto, Notary Public number 36 of the FederalDistrict and registered in the Public Registry of Commerce under commercial folio number242,982.  7. Its shareholder, Mr. Fernando Gerardo Chico Pardo, intends to carry out, throughan entity wholly Controlled by him, a public offering of simultaneous acquisition, bothin the United Mexican States and in the United States of America, of up to42.65% plus one of the shares that represent the capital stock of the ControllingCompany (the “Public Offering”).II. The Controlling Company through its representative states and represents that: 1. It is a business entity duly incorporated in accordance with the laws of theUnited Mexican States, as evidenced under notarized instrument number 44,125, datedApril 1st, 1998, issued by Mr. Emiliano Zubiría Maqueo, Notary Public No. 25of the Federal District, whose first original was registered on April 30th,1998 in the
2

 
   Public Registry of Commerce of the Federal District under commercial folio number237,658. 2. It acknowledges to have executed the Participation Agreement and the TrustAgreement on December 18th, 1998.  3. By the execution of this Amendment it approves, in terms of Section 13.2of the Trust Agreement, the amendments hereby made to the Trust Agreement.  4. The execution of this Amendment does not contradict or violate any provision orclause contained in the Trust Agreement or in the Participation Agreement, and that ithas complied with all requirements and obtained all the necessary authorizations,permits and consents in order to make this Amendment and the obligations set forthhereunder valid and enforceable.  5. Its legal representative is duly authorized to execute this Amendment, asevidenced by notarized instrument number 52,487, issued on May 10th, 1999, byMr. Luis de Angoitia Becerra, Notary Public No. 109 of the Federal District, whose firstoriginal was registered on July 8th, 1999 in the Public Registry of Commerceof the Federal District, under commercial folio number 237658.III. The Trustee through its representative states and represents that: 1. In terms of its Internal Organization Law, it is authorized to carry outfiduciary transactions, in accordance with its bylaws and the Credit Institutions Law.  2. It appears to the execution of this Amendment for the purpose of understandingthe scope of its duties as Trustee under the Trust Agreement.  3. It is aware of the intention of the Strategic Partner and the ControllingCompany to amend the Trust Agreement, in terms of the provisions under Section13.2 of the Trust Agreement, with respect to the manner in which the Trustee mustvote the Shares under Trust at the Shareholders’ Meetings of the Controlling Company,in connection with the distribution of dividends and reductions to the capital stock ofsuch Controlling Company.  4. By the execution of this Amendment it complies with the provisions ofSection 13.2 of the Trust Agreement.  5. Its Trustee Delegate is duly authorized to execute this Amendment on its behalf,as evidenced under notarized instrument number 32,541, issued on January14th, 1997, by Mr. Maximino García Cueto Notary Public No. 14 of the FederalDistrict, which is duly registered in the Public Registry of Commerce of the FederalDistrict.With basis on the foregoing recitals, the parties hereto agree to amend the Trust Agreement in theterms set forth under the following:
3

 
**CLAUSES****ONE.**In terms of Section 13.2 of the Trust Agreement, and for the purpose of determiningthe manner in which the Trustee must vote the Voting Shares at the Shareholders’ Meetings of theControlling Company, that discuss distribution of dividends and reductions to the capital stock ofsuch Controlling Company, the parties agree to amend Section 2.2 (c) of the TrustAgreement, in the terms set forth below:   “(c) that the Trustee exercises, on its own or through a designated representative, theright to vote with respect to the Voting Shares at any shareholders’ meeting of theControlling Company, as well as any other corporate rights that correspond to theVoting Shares, pursuant to the prior written instructions it receives from theSettlor-Beneficiary for such purpose, in accordance with Section 5.2 of thisAgreement, or, otherwise, exercises such right to vote by signing unanimous writtenconsents of the Controlling Company’s shareholders in the manner that theSettlor-Beneficiary instructs.    If however, matters relative to capital stock reductions, distribution of dividends,amortization of shares or any other form of distribution to the shareholders of theControlling Company are discussed during the Shareholders’ Meetings of the ControllingCompany, the Trustee must always vote the Voting Shares in block and in the same way inwhich the majority of the series B shares into which the capital stock of theControlling Company is divided, are voted at such Meetings, or otherwise, by signingunanimous written consents of the shareholders of the Controlling Company;”**TWO.**The parties agree that the amendments to the Trust Agreement established under this Amendment,will be subject to the condition that the Public Offering indicated under recital I) paragraph 7)hereof, has been carried out successfully under the terms and subject to the conditions providedin the Public Offering documents (or such conditions have been waived).**THREE.**Except for the amendments to the Trust Agreement provided under this Amendment, the TrustAgreement is hereby ratified in all its terms; therefore, the provisions of the Trust Agreementthat were not amended by virtue of this Amendment, will maintain the same force and effect withwhich such were drafted in the Trust Agreement. The parties acknowledge that the amendments setforth under this Amendment do not constitute a novation of the Trust Agreement.**FOUR.**In terms of paragraph d) of Exhibit 1 of the Trust Agreement, el Trustee will have the rightto receive from the Strategic Partner the amount of $40,000.00 M.N. (forty thousand pesos 00/100national currency), plus VAT, payable upon the execution of this Amendment.**FIVE.**This Amendment will be governed by and interpreted in accordance with the federal laws ofthe United Mexican States and the parties expressly and irrevocably submit to the jurisdiction ofthe competent courts of Mexico City, Federal District, United Mexican
4

 
States, expressly waiving any other jurisdiction they could be entitled to by reason of theircurrent or future domiciles or for any other cause.In accordance with the foregoing and understanding the validity and legal scope of this Amendment,the parties sign it in agreement on May 15th, 2007.[SIGNATURE PAGES FOLLOW][THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
5

 
*Amendment to the Trust Agreement dated May 15**th**, 2007*Grupo Aeroportuario del Sureste, S.A.B. de C.V./s/ Claudio Góngora Morales By: Claudio Góngora MoralesPosition: Legal Representative
6

 
*Amendment to the Trust Agreement dated May 15**th**, 2007*Inversiones y Técnicas Aeroportuarias, S.A. de C.V./s/ Federico Chavez Peón Mijares By: Federico Chavez Peón MijaresPosition: Legal Representative
7

 
*Amendment to the Trust Agreement dated May 15**th**, 2007*Banco Nacional de Comercio