<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2005

                         Commission File Number: 1-15132

                 GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
   SOUTHEAST AIRPORT GROUP                             UNITED MEXICAN STATES
(Translation of registrant's                      (Jurisdiction of incorporation
     name into English)                                  or organization)
</TABLE>

                      BOSQUE DE ALISOS NO. 47A - 4TH FLOOR
                              BOSQUES DE LAS LOMAS
                               05120 MEXICO, D.F.
                                     MEXICO
                    (Address of principal executive offices)

 SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                                                     NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS:                     ON WHICH REGISTERED
             --------------------                    ---------------------
<S>                                             <C>
Series B Shares, without par value, or shares   New York Stock Exchange, Inc.*

American Depositary Shares, as evidenced by
   American Depositary Receipts, ADSs, each
   representing ten shares                      New York Stock Exchange, Inc.
</TABLE>

----------
*    Not for trading, but only in connection with the registration of American
     Depositary Shares, pursuant to the requirements of the Securities and
     Exchange Commission.

 SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

 SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
                                   OF THE ACT:

                                       N/A

INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER'S CLASSES OF
CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL
REPORT: SERIES B SHARES, WITHOUT PAR VALUE: 255,000,000

INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS
DEFINED IN RULE 405 OF THE SECURITIES ACT.

                              YES  X    NO
                                  ---      ---

IF THIS REPORT IS AN ANNUAL OR TRANSITION REPORT, INDICATE BY CHECK MARK IF THE
REGISTRANT IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

                              YES       NO  X
                                  ---      ---

NOTE--CHECKING THE BOX ABOVE WILL NOT RELIEVE ANY REGISTRANT REQUIRED TO FILE
REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FROM THEIR OBLIGATIONS UNDER THOSE SECTIONS.

<PAGE>

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                              YES  X    NO
                                  ---      ---

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE DEFINITION OF "ACCELERATED
FILER AND LARGE ACCELERATED FILER" IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK
ONE):

LARGE ACCELERATED FILER  X    ACCELERATED FILER       NON-ACCELERATED FILER
                        ---                     ---                         ---

INDICATE BY CHECK MARK WHICH FINANCIAL STATEMENT ITEM THE REGISTRANT HAS ELECTED
TO FOLLOW:

                          ITEM 17       ITEM 18  X
                                  ---           ---

IF THIS IS AN ANNUAL REPORT, INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A
SHELL COMPANY (AS DEFINED BY RULE 12B-2 OF THE EXCHANGE ACT).

                             YES        NO  X
                                  ---      ---

================================================================================

<PAGE>

<TABLE>
<S>                                                                          <C>
Item 1.   Identity of Directors, Senior Management and Advisers...........     1
Item 2.   Offer Statistics and Expected Timetable.........................     1
Item 3.   Key Information.................................................     1
             Selected Financial Data......................................     1
             Exchange Rates...............................................     5
             Risk Factors.................................................     6
             Forward Looking Statements...................................    20
Item 4.   Information on the Company......................................    20
             History and Development of the Company.......................    20
             Business Overview............................................    25
             Regulatory Framework.........................................    41
             Organizational Structure.....................................    57
             Property, Plant, And Equipment...............................    57
Item 5.   Operating and Financial Review and Prospects....................    58
Item 6.   Directors, Senior Management and Employees......................    80
Item 7.   Major Shareholders and Related Party Transactions...............    92
             Major Shareholders...........................................    92
             Related Party Transactions...................................    93
Item 8.   Financial Information...........................................    95
             Dividends....................................................    95
Item 9.   The Offer and Listing...........................................    97
             Trading on the Mexican Stock Exchange........................    98
Item 10.  Additional Information..........................................    99
             Material Contracts...........................................   115
             Exchange Controls............................................   115
             Taxation.....................................................   115
             Documents On Display.........................................   120
Item 11.  Quantitative and Qualitative Disclosures About Market Risk......   121
Item 12.  Description of Securities Other Than Equity Securities..........   121
Item 13.  Defaults, Dividend Arrearages and Delinquencies.................   122
Item 14.  Material Modifications to the Rights of Security Holders and
          Use of Proceeds.................................................   122
Item 15.  Controls and Procedures.........................................   122
Item 16.  Reserved........................................................   122
Item 16A. Audit Committee Financial Expert................................   122
Item 16B. Code of Ethics..................................................   122
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                          <C>
Item 16C. Principal Accountant Fees and Services..........................   123
Item 16D. Exemptions from the Listing Standards for Audit Committees......   123
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated
          Purchasers......................................................   123
Item 17.  Financial Statements............................................   124
Item 18.  Financial Statements............................................   124
Item 19.  Exhibits........................................................   126
</TABLE>


                                       ii
<PAGE>

                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.

ITEM 3. KEY INFORMATION

                             SELECTED FINANCIAL DATA

     We publish our financial statements in Mexican pesos. Pursuant to generally
accepted accounting principles in Mexico, or Mexican GAAP, financial data for
all periods in the financial statements included in Items 3, 5 and 8 and, unless
otherwise indicated, throughout this Form 20-F have been restated in constant
pesos as of December 31, 2005.

     This Form 20-F contains translations of certain peso amounts into U.S.
dollars at specified rates solely for the convenience of the reader. These
translations should not be construed as representations that the peso amounts
actually represent such U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts
have been translated from Mexican pesos at an exchange rate of Ps. 10.6344 to
U.S.$1.00, the exchange rate for pesos on January 2, 2006, as published by Banco
de Mexico, the Mexican Central Bank. On June 28, 2006 the Federal
Reserve Bank of New York's noon buying rate for Mexican pesos was Ps. 11.3940
to U.S.$1.00.

     The following tables present a summary of our consolidated financial
information and that of our subsidiaries for each of the periods indicated. This
information should be read in conjunction with, and is qualified in its entirety
by reference to, our financial statements, including the notes thereto. Our
financial statements are prepared in accordance with Mexican GAAP, which differs
in certain significant respects from generally accepted accounting principles in
the United States, or U.S. GAAP. A reconciliation to U.S. GAAP of our net income
and total stockholders' equity is also provided in this summary financial data.
Note 16 to our financial statements provides a description of the principal
differences between Mexican GAAP and U.S. GAAP as they relate to our business.

     Mexican GAAP provides for the recognition of certain effects of inflation
by restating non-monetary assets and non-monetary liabilities using the Mexican
National Consumer Price Index, restating the components of stockholders' equity
using the Mexican National Consumer Price Index and recording gains or losses in
purchasing power from holding monetary liabilities or assets. Mexican GAAP
requires the restatement of all financial statements to constant Mexican pesos
as of the date of the more recent balance sheet presented. Our audited financial
statements and all other financial information contained herein are accordingly
presented in constant pesos with purchasing power as of December 31, 2005 unless
otherwise noted.

<PAGE>

     References in this annual report on Form 20-F to "dollars," "U.S. dollars"
or "U.S.$" are to the lawful currency of the United States of America.
References in this annual report on Form 20-F to "pesos" or "Ps." are to the
lawful currency of Mexico. We publish our financial statements in pesos.

     This annual report on Form 20-F contains references to "workload units,"
which are units measuring an airport's passenger traffic volume and cargo
volume. A workload unit currently is equivalent to one terminal passenger or 100
kilograms (220 pounds) of cargo.

     The summary financial and other information set forth below reflects our
financial condition, results of operations and certain operating data since the
year ended December 31, 2001.


                                        2

<PAGE>

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,
                                         -----------------------------------------------------------------------------------------
                                             2001           2002           2003           2004                    2005
                                         ------------   ------------   ------------   ------------   -----------------------------
                                                                                                                    (THOUSANDS OF
                                           (IN THOUSANDS OF CONSTANT MEXICAN PESOS AS OF DECEMBER 31, 2005) (1)      DOLLARS) (2)
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA:
Mexican GAAP:
Revenues:
   Aeronautical services(3) ..........   Ps.1,181,085   Ps.1,131,749   Ps.1,255,930   Ps.1,530,620   Ps.1,456,568     $ 136,968
   Non-aeronautical services(4) ......        209,755        270,365        338,248        511,210        607,240        57,101
Total revenues .......................      1,390,840      1,402,114      1,594,178      2,041,830      2,063,808       194,069
Operating expenses:
   Costs of services .................       (344,279)      (388,696)      (401,886)      (482,920)      (536,375)      (50,438)
   Technical assistance fee(5) .......        (45,497)       (42,297)       (50,136)       (69,187)       (66,430)       (6,247)
   Concession fee(6) .................        (69,531)       (70,065)       (79,680)      (102,053)      (103,190)       (9,703)
   General and administrative
      expenses .......................       (118,974)      (120,916)      (131,534)      (109,281)      (124,344)      (11,693)
   Depreciation and amortization .....       (361,895)      (378,726)      (385,465)      (412,863)      (434,080)      (40,818)
Operating income .....................        450,664        401,414        545,477        865,526        799,389        75,170
Net comprehensive financing (cost)
   income ............................         41,683         30,706         26,319        (29,663)        22,747         2,139
Income before taxes, employees'
   statutory profit sharing and
   extraordinary items ...............        492,347        432,120        571,796        835,863        822,136        77,309
Provision for income taxes and
   employees' statutory profit
   sharing ...........................       (182,414)      (173,726)      (252,106)      (190,338)      (249,983)      (23,507)
Income before extraordinary items ....        309,933        258,394        319,690        645,525        572,153        53,802
Extraordinary items ..................         (7,992)        (9,430)       (19,478)       (18,304)        (8,964)         (843)
Net income ...........................        301,941        248,964        300,212        627,221        563,189        52,959
Basic and diluted earnings per
   share .............................           1.01           0.83           1.00           2.09           1.88          0.18
Basic and diluted earnings per ADS
   (unaudited)(7) ....................          10.06           8.30          10.01          20.91          18.77          1.77
U.S. GAAP:
Revenues .............................      1,390,840      1,402,114      1,594,178      2,041,830      2,063,808       194,069
Operating income .....................        558,184        477,886        617,713        868,751        759,094        71,381
Net income (loss) ....................        352,266        390,880        292,859        256,746        451,943        42,498
Basic and diluted earnings per
   share .............................           1.17          (1.30)          0.98           0.86           1.51          0.14
Basic and diluted earnings per ADS
   (unaudited)(7) ....................          11.74         (13.03)          9.76           8.56          15.06          1.42
Dividends per share(8) ...............           0.00           1.53           0.52           0.58           0.62          0.06
OTHER OPERATING DATA (UNAUDITED):
   Total passengers (thousands of
   passengers) .......................       11,240.3       10,996.6       12,190.0       13,897.1       13,321.3      13,321.3
   Total air traffic movements
   (thousands of movements) ..........          194.9          194.9          198.0          219.8          209.9         209.9
   Total revenues per passenger (in
   pesos or dollars) .................          123.7          127.5          130.8          146.9          154.9          14.6
</TABLE>


                                        3

<PAGE>

<TABLE>
<CAPTION>
                                                                  AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                                         ------------------------------------------------------------------------------------------
                                              2001            2002            2003            2004                  2005
                                         -------------   -------------   -------------   -------------   --------------------------
                                                                                                                         (THOUSANDS
                                                                                                                             OF
                                                                                                                         DOLLARS)(2)
                                              IN THOUSANDS OF CONSTANT MEXICAN PESOS AS OF DECEMBER 31, 2005) (1)
<S>                                      <C>             <C>             <C>             <C>             <C>             <C>
BALANCE SHEET DATA:
   Mexican GAAP:
Cash and marketable securities .......   Ps. 1,049,806   Ps.   561,508   Ps.   772,145   Ps. 1,202,087   Ps. 1,533,583   $  144,210
Total current assets .................       1,275,620         816,841       1,110,636       1,482,904       1,858,598      174,772
Airport concessions, net .............       8,831,082       8,591,154       8,352,063       8,112,973       7,873,881      740,416
Rights to use airport
   facilities, net ...................       2,466,714       2,374,671       2,293,974       2,219,893       2,098,322      197,315
Total assets .........................      13,290,341      12,752,417      13,024,302      13,489,603      14,063,422    1,322,446
Current liabilities ..................          96,410         138,805         169,495         198,118         352,863       33,181
Total liabilities ....................         542,761         578,856         690,014         752,492       1,037,694       97,579
Capital Stock ........................      11,854,992      11,854,992      11,854,992      11,854,992      11,854,992    1,114,778
Net equity/stockholders' equity ......      12,747,580      12,173,561      12,334,288      12,737,111      13,025,728    1,224,867
   U.S. GAAP:
Cash and cash equivalents ............         664,799         496,988         471,228         983,774       1,073,715      100,966
Total current assets .................       1,277,239         816,841       1,110,635       1,482,904       1,858,598      174,772
Airport concessions, net .............         314,921         259,266         200,456         143,205          85,964        8,084
Rights to use airport
   facilities ........................       1,929,523       1,862,435       1,801,914       1,745,094       1,639,773      154,195
Total assets .........................       7,780,532       6,901,958       7,052,720       7,157,701       7,578,535      712,643
Total liabilities ....................          96,829         139,542         167,009         197,855         358,945       33,753
Capital Stock ........................       6,473,674       6,473,674       6,473,674       6,473,674       6,473,674      608,748
Net equity/stockholders' equity ......       7,683,703       6,762,416       6,885,711       6,959,846       7,219,590      678,890

CASH FLOW DATA:
   Mexican GAAP:
Resources provided by
   operating activities ..............         761,733         634,266         713,678       1,160,239       1,238,273      116,440
Resources used in financing
   activities ........................               0        (822,983)       (139,485)       (224,400)       (274,572)     (25,819)
Resources used in investing
   activities ........................        (410,161)       (299,581)       (363,556)       (505,896)       (632,205)     (59,449)
Increase in cash and
   marketable securities .............         351,572        (488,298)        210,637         429,943         331,496       31,172
   U.S. GAAP:
Cash flow provided by
   operating activities ..............         806,482         666,224         790,810       1,087,306       1,258,277      118,321
Cash flow used in financing
   activities ........................               0        (822,983)       (256,867)       (249,328)       (274,572)     (25,819)
Cash flow (used in) provided
   by investing activities ...........        (795,156)            134        (602,420)       (340,083)       (862,035)     (81,061)
Effect of inflation on cash
   and cash equivalents ..............         (44,754)        (11,186)         42,716          14,651         (31,729)      (2,984)
Increase (decrease) in cash
   and cash equivalents ..............         (33,428)       (167,811)        (25,761)        512,546          89,941        8,457
</TABLE>

----------
(1)  Per share peso amounts are expressed in pesos (not thousands of pesos).

(2)  Translated into dollars at the rate of Ps. 10.6344 per U.S. dollar, the
     Mexican Central Bank exchange rate for Mexican pesos at January 2, 2006.
     Per share dollar amounts are expressed in dollars (not thousands of
     dollars).

(3)  Revenues from aeronautical services include those earned from passenger
     charges, landing charges, aircraft parking charges, charges for airport
     security services and charges for use of passenger walkways.

(4)  Revenues from non-aeronautical services are earned from the leasing of
     space in our airports, access fees collected from third parties providing
     services at our airports and miscellaneous other sources.

(5)  Since April 19, 1999, we have paid ITA a technical assistance fee under the
     technical assistance agreement entered into in connection with ITA's
     purchase of its Series BB shares. This fee is described in "Item 7. Major
     Shareholders and Related Party Transactions--Related Party
     Transactions--Arrangements with ITA."

(6)  Each of our subsidiary concession holders is required to pay a concession
     fee to the Mexican government under the Mexican Federal Duties Law. The
     concession fee is currently 5% of each concession holder's gross annual
     revenues from the use of public domain assets pursuant to the terms of its
     concession.

(7)  Based on the ratio of 10 Series B shares per ADS.

(8)  Income tax was payable on the dividends because the distribution was not
     made from our after-tax earnings account.


                                        4
<PAGE>

                                 EXCHANGE RATES

     The following table sets forth, for the periods indicated, the high, low,
average and period-end, free-market exchange rate expressed in pesos per U.S.
dollar. The average annual rates presented in the following table were
calculated using the average of the exchange rates on the last day of each month
during the relevant period. The data provided in this table is based on noon
buying rates published by the Federal Reserve Bank of New York for cable
transfers in Mexican pesos. We have not restated the rates in constant currency
units. All amounts are stated in pesos. We make no representation that the
Mexican peso amounts referred to in this annual report could have been or could
be converted into U.S. dollars at any particular rate or at all.

<TABLE>
<CAPTION>
                                            EXCHANGE RATE
                               ---------------------------------------
   YEAR ENDED DECEMBER 31,      HIGH    LOW    PERIOD END   AVERAGE(1)
   -----------------------     -----   -----   ----------   ----------
<S>                            <C>     <C>     <C>          <C>
2001........................    9.97    9.03       9.16         9.34
2002........................   10.43    9.00      10.43         9.75
2003........................   11.40   10.11      11.24        10.79
2004........................   11.64   10.81      11.15        11.31
2005........................   11.41   10.41      10.63        10.87
   December 2005............   10.77   10.41      10.63        10.62

2006:
   January 2006.............   10.64   10.44      10.44        10.54
   February 2006............   10.53   10.43      10.45        10.48
   March 2006...............   10.95   10.46      10.90        10.75
   April 2006...............   11.16   10.86      11.09        11.05
   May 2006.................   11.31   10.84      11.29        11.09
</TABLE>

----------
(1)  Average of month-end rates or daily rates, as applicable.

Source: Federal Reserve noon buying rate.

     Except for the period from September through December 1982, during a
liquidity crisis, the Mexican Central Bank has consistently made foreign
currency available to Mexican private-sector entities (such as us) to meet their
foreign currency obligations. Nevertheless, in the event of renewed shortages of
foreign currency, there can be no assurance that foreign currency would continue
to be available to private-sector companies or that foreign currency needed by
us to service foreign currency obligations or to import goods could be purchased
in the open market without substantial additional cost.

     Fluctuations in the exchange rate between the peso and the U.S. dollar will
affect the U.S. dollar value of securities traded on the Mexican Stock Exchange,
and, as a result, will likely affect the market price of the ADSs. Such
fluctuations will also affect the U.S. dollar conversion by the depositary of
any cash dividends paid in pesos.

     On January 2, 2006, the Federal Reserve noon buying rate was Ps. 10.6275
per U.S.$1.00. On June 28, 2006, the Federal Reserve noon buying rate was Ps.
11.3940 per U.S. $1.00.


                                        5

<PAGE>

     For a discussion of the effects of fluctuations in the exchange rates
between the peso and the U.S. dollar, see "Item 10. Additional
Information--Exchange Controls."

                                  RISK FACTORS

RISKS RELATED TO OUR OPERATIONS

Hurricanes and other natural disasters have adversely affected our business and
could continue to do so in the future.

     The southeast region of Mexico, like other Caribbean destinations,
experiences hurricanes, particularly during the third quarter of each year.
Portions of the southeast region also experience earthquakes from time to time.
Natural disasters may impede operations, damage infrastructure necessary to our
operations and/or adversely affect the destinations served by our airports. Any
of these events could reduce our passenger traffic volume. The occurrence of
natural disasters in the destinations we serve has adversely affected, and could
in the future adversely affect, our business, results of operations, prospects
and financial condition. We have insured the physical facilities at our airports
against damage caused by natural disasters, accidents or other similar events,
but do not have insurance covering losses due to resulting business
interruption. Moreover, should losses occur, there can be no assurance that
losses caused by damages to the physical facilities will not exceed the
pre-established limits on the policies. As a result of the impact of Hurricane
Wilma, the cost of our annual insurance premium covering property damage from
hurricanes increased from U.S.$361,910 to U.S.$2,938,000.

     On October 21, 2005, Hurricane Wilma struck the Yucatan Peninsula, causing
severe damage to the infrastructure of the Cancun and Cozumel airports and to
our administrative office building in Cancun. Cancun and Cozumel airports were
closed for approximately 62 hours and 42 hours, respectively, and airport
operations were disrupted for several weeks thereafter. The charter terminal at
Cancun airport remains closed, with charter passengers being routed through the
main terminal instead.

     During the fourth quarter of 2005, our passenger traffic decreased 33.1% as
compared to the fourth quarter of 2004, principally due to the extensive damage
caused by Hurricane Wilma to hotel infrastructure in the Cancun region and the
Mayan Riviera. Revenues and operating income for the fourth quarter of 2005
decreased 32.6% and 86.5%, respectively, relative to the same period in 2004,
reflecting the decline in passenger traffic. Cancun's Municipal Tourism
Authority has estimated that of the 27,484 rooms available in Cancun prior to
the hurricane, only 54.7% and 79.1% of such rooms were in operation as of
December 31, 2005 and May 31, 2006, respectively. The Trust for the Promotion of
Tourism in the Mayan Riviera has estimated that of the 25,170 rooms available in
the Mayan Riviera prior to the hurricane, 90.7% and 99.0% of available hotel
rooms were in operation at the end of December 2005 and May 31, 2006,
respectively. With respect to Cozumel, the tourism authorities of the state of
Quintana Roo have estimated that of the approximately 3,730 hotel rooms
available before the hurricane, 40.3% and


                                        6

<PAGE>

93.9 % of available hotel rooms were in operation at the end of December 2005
and May 31, 2006, respectively.

     Other hurricanes have also affected our operations. In July 2005, we
temporarily closed our Cancun, Cozumel and Merida airports for several hours as
a safety precaution in anticipation of Hurricane Emily. These airports were
closed for approximately 16 hours, 21 hours and 8 hours, respectively. The
impact of Hurricane Emily forced the closure of 9.98% of available hotel rooms
in Cancun and of 13.40% of available rooms in Cozumel. We believe that these
closures were largely responsible for decreases in passenger traffic at the
Cancun and Cozumel airports during July, August and September as compared to
each of those months, respectively, in 2004.

     In September 2004, we temporarily closed our Cancun and Cozumel airports as
a safety precaution in anticipation of Hurricane Ivan. Cancun airport was closed
for approximately 6.5 hours. The adverse weather conditions resulting from the
hurricane caused very minor damages to the airport. Cozumel Airport closed for
approximately 36 hours.

Our business is highly dependent upon revenues from Cancun International
Airport.

     In 2004 and 2005, Ps. 1,560.7 million and Ps. 1,546.2 million,
respectively, or 76.4% and 74.9% respectively, of our revenues were derived from
operations at Cancun International Airport. During 2004 and 2005, Cancun
International Airport represented 72.0% and 69.8%, respectively, of our
passenger traffic and 44.4% and 44.7%, respectively, of our air traffic
movements. The desirability of Cancun as a tourist destination and the level of
tourism to the area is dependent on a number of factors, many of which are
beyond our control. We cannot assure you that tourism in Cancun will not decline
in the future, or that it will return to levels recorded before Hurricane Wilma.
Any event or condition affecting Cancun International Airport or the areas that
it serves could have a material adverse effect on our business, results of
operations, prospects and financial condition.

The September 11, 2001 terrorist attacks have had a severe impact on the
international air travel industry and have adversely affected our business and
may continue to do so in the future.

     The events of September 11, 2001 resulted in a significant decline in
     passenger traffic worldwide and future terrorist attacks could result in
     similar declines.

     The terrorist attacks on the United States on September 11, 2001 had a
severe adverse impact on the air travel industry, particularly on U.S. carriers
and carriers operating international service to and from the United States.
Airline traffic in the United States fell precipitously after the attacks. In
Mexico, airline and passenger traffic decreased substantially, although the
decrease was less severe than in the United States. Our airports experienced a
significant decline in passenger traffic following September 11, 2001. Any
future terrorists attacks, whether or not involving aircraft, will likely
adversely affect our business, results of operations, prospects and financial
condition.


                                        7

<PAGE>

     Security enhancements following the events of September 11, 2001 have
     resulted in increased costs and may expose us to greater liability.

     The air travel business is susceptible to increased costs resulting from
enhanced security and higher insurance and fuel costs. Following the events of
September 11, we reinforced security at our airports. For a description of the
security measures that we adopted, see "Item 4. Information on the
Company--Business Overview--Non-Aeronautical Services--Airport Security." While
enhanced security at our airports has not resulted in a significant increase in
our operating costs to date, we may be required to adopt additional security
measures in the future. In addition, our general liability insurance premiums
for 2002 increased substantially relative to our 2001 premiums and may rise
again in the future. Since October 2001, we carry a U.S.$50 million insurance
policy covering liabilities resulting from terrorist acts. Because our insurance
polices do not cover losses resulting from war in any amount or from terrorism
for amounts greater than U.S.$50 million, we could incur significant costs if we
were to be directly affected by events of this nature. Any such increase in our
operating costs will have an adverse effect on our results of operations.

     The users of airports, principally airlines, have been subject to increased
costs following the September 11 events. Airlines have been required to adopt
additional security measures and may be required to comply with more rigorous
security guidelines in the future. Premiums for aviation insurance have
increased substantially and could escalate further. While governments in other
countries have agreed to indemnify airlines for liabilities they might incur
resulting from terrorist attacks, the Mexican government has not done so and has
given no indication of an intention to do the same. In addition, fuel prices and
supplies, which constitute a significant cost for airlines using our airports,
may be subject to increases resulting from any future terrorist attacks, a
general increase in international hostilities or a reduction in output of fuel,
voluntary or otherwise, by oil producing countries. Such increases in airlines'
costs have result in higher airline ticket prices and decreased demand for air
travel generally, thereby having an adverse effect on our revenues and results
of operations. In addition, because a substantial majority of our international
flights involve travel to the U.S., we may be required to comply with security
directives of the U.S. Federal Aviation Authority, in addition to the directives
of Mexican aviation authorities.

     Mexican aviation authorities recently adopted International Civil Aviation
Organization guidelines requiring checked baggage on all international
commercial flights beginning in January 2006 to undergo a new comprehensive
screening process. As of January 2006, we implemented the new screening system
for all departing international flights, and we expect to be required to
implement the same system for domestic flights in the second half of 2006.
Although airlines, rather than holders of airport concessions, are responsible
for baggage screening under Mexican law, we are required to purchase, install
and operate the new screening equipment so the airlines can comply with the new
policy. This could expose us to liability relating to the purchase, installation
and operation of the equipment, if, among other possibilities, the new screening
procedures were to fail to detect or intercept any attempted terrorist act
occurring or originating at our airports. We cannot currently estimate the cost
to us of compliance with the new screening guidelines, but we could be required
to undertake significant capital expenditures and ongoing expenses to comply
with these requirements, which could adversely affect our operating results.


                                        8

<PAGE>

International events could have a negative impact on international air travel
and our business.

     Historically, a substantial majority of our revenues have been aeronautical
services, and our principal source of aeronautical revenues is passenger
charges. Passenger charges are payable for each passenger (other than diplomats,
infants, transfer and transit passengers) departing from the airport terminals
we operate, collected by the airlines and paid to us. In 2005, passenger charges
represented 56.7% of our total revenues.

     International events such as the terrorist attacks on the United States on
September 11, 2001, the war in Iraq and public health crises such as Severe
Acute Respiratory Syndrome (or "SARS") have disrupted the frequency and pattern
of air travel worldwide in recent years. Because our revenues are largely
dependent on the level of passenger traffic in our airports, any general
increase of hostilities relating to reprisals against terrorist organizations,
further conflict in the Middle East, outbreaks of health epidemics such as SARS,
Avian influenza or other events of general international concern (and any
related economic impact of such events) could result in decreased passenger
traffic and increased costs to the air travel industry and, as a result, could
cause a material adverse effect on our business, results of operations,
prospects and financial condition.

Increases in international petroleum prices could reduce demand for air travel.

     International prices of fuel, which represents a significant cost for
airlines using our airports, have increased in recent years and may be subject
to further increases resulting from any future terrorist attacks, a general
increase in international hostilities or a reduction in output of petroleum,
voluntary or otherwise, by oil-producing countries. Such increases in airlines'
costs have resulted in higher airline ticket prices and may decrease demand for
air travel generally, thereby having an adverse effect on our revenues and
results of operations.

Our business is highly dependent upon the operations of Mexico City
International Airport.

For the years ended December 2003, 2004 and 2005, approximately 78.1%, 83.5% and
84.3%, respectively, of our domestic passengers flew to or from our airports via
Mexico City International Airport. As a result, our domestic traffic is highly
dependent upon the operations of Mexico City International Airport. Mexico City
International Airport is currently in the process of increasing its capacity,
but we cannot assure you that the airport's operations will not decrease in the
future, that the capacity increase will be completed or, if completed, result in
an increase in passenger traffic at our airports. Any event or condition that
adversely affects Mexico City International Airport could adversely affect our
business, results of operations, prospects and financial condition.

Competition from other tourist destinations could adversely affect our business.

     One of the principal factors affecting our results of operations and
business is the number of passengers using our airports. The number of
passengers using our airports may vary as a result of factors beyond our
control, including the level of tourism in Mexico. In addition, our passenger
traffic volume may be adversely affected by the attractiveness, affordability
and accessibility of competing tourist destinations in Mexico, such as Acapulco,
Puerto Vallarta and Los Cabos, or elsewhere, such as Puerto Rico, Florida, Cuba,
Jamaica, the Dominican Republic


                                        9

<PAGE>

and other Caribbean island and Central American destinations. The attractiveness
of the destinations we serve is also likely to be affected by perceptions of
travelers as to the safety and political and social stability of Mexico. There
can be no assurance that tourism levels in the future will match or exceed
current levels.

The loss of one or more of our key customers could result in a loss of a
significant amount of our revenues.

     The global airline industry continues to experience significant financial
difficulties, marked by the filing for bankruptcy protection of several major
carriers in the U.S. in recent years. Our business and results of operations
could be adversely affected if we do not continue to generate comparable
portions of our revenue from our key customers, including Mexicana (which
accounted for 11.6%, 9.6% and 10.4% of our revenues in 2003, 2004 and 2005,
respectively), American Airlines (which accounted for 6.7%, 6.8% and 6.1% of our
revenues in 2003, 2004 and 2005, respectively), Aeromexico (which accounted for
6.5%, 6.2% and 5.1% of our revenues in 2003, 2004 and 2005, respectively) and
Continental Airlines (which accounted for 5.6%, 5.4% and 5.1% of our revenues in
2003, 2004 and 2005, respectively). We do not have contracts with any airlines
that obligate them to continue providing service to our airports. We can offer
no assurance that competing airlines would seek to increase their flight
schedules if any of our key customers reduced their use of our airports. We
expect that we will continue to generate a significant portion of our revenues
from a relatively small number of airlines in the foreseeable future. We can
offer no assurance that any of these airlines will continue to use any or all of
our airports. Our business and results of operations could be adversely affected
if we do not continue to generate comparable portions of our revenue from our
key customers.

     In addition, Mexican law prohibits an international airline from
transporting passengers from one Mexican location to another (unless the flight
originated outside Mexico), which limits the number of airlines providing
domestic service in Mexico. Accordingly, we expect to continue to generate a
significant portion of our revenues from domestic travel from a limited number
of airlines.

The operations of our airports may be disrupted due to the actions of third
parties, which are beyond our control.

     As is the case with most airports, the operation of our airports is largely
dependent on the services of third parties, such as air traffic control
authorities and airlines. We are also dependent upon the Mexican government or
entities of the government for provision of services such as energy, supply of
fuel to aircraft at our airports and immigration services for our international
passengers. We are not responsible for and cannot control the services provided
by these parties. Any disruption in or adverse consequence resulting from their
services, including a work stoppage or other similar event, may have a material
adverse effect on the operation of our airports and on our results of
operations.

Our business could be adversely affected by a downturn in the U.S. economy.

     In 2004 and 2005, 69.4% and 69.0%, respectively, of the international
passengers served by our airports arrived or departed on flights originating in
or departing to the United States.


                                       10

<PAGE>

Thus, our business is dependent on the condition of the U.S. economy, and is
particularly influenced by trends in the United States relating to leisure
travel, consumer spending and international tourism. Events and conditions
affecting the U.S. economy may adversely affect our business, results of
operations, prospects and financial condition.

     We cannot predict what effect any future terrorist attacks or threatened
attacks on the United States or any retaliatory measures taken by the United
States in response to these events may have on the U.S. economy. An economic
downturn in the United States may negatively affect our results of operations
and a prolonged economic crisis in the United States will likely have a material
adverse effect on our results of operations.

ITA has substantial influence over our management and its interests may differ
from those of other stockholders.

     ITA holds Series BB shares representing 15.0% of our capital stock, which
provide it with special management rights. For example, pursuant to our bylaws,
ITA is entitled to present the board of directors the name or names of the
candidates for appointment as chief executive officer, to remove our chief
executive officer and to appoint and remove one half of the executive officers,
and to elect two members of our board of directors. ITA also has the right to
veto certain actions requiring approval of our stockholders. Our bylaws also
provide ITA veto rights with respect to certain corporate actions so long as its
Series BB shares represent at least 7.65% of our capital stock. Special rights
granted to ITA are more fully discussed in "Item 10. Additional Information" and
"Item 7. Major Shareholders and Related Party Transactions."

     As a result, ITA, as our principal stockholder, is likely to substantially
influence our management and matters requiring the approval of our stockholders.
The interests of ITA may differ from those of our other stockholders, and there
can be no assurance that ITA would exercise its rights in ways that favor the
interests of our other stockholders.

Some of our board members and stockholders have business relationships that may
generate conflicts of interest.

Some of our board members or stockholders may have outside business
relationships that generate conflicts of interest. For example, Fernando Chico
Pardo, the chairman of our board of directors and the owner of 51% of the
outstanding shares of ITA, our principal stockholder, also is a member of the
board of directors of Grupo Posadas, S.A. de C.V., a company that recently
acquired Mexicana airlines. Mexicana is our largest customer, accounting for
11.6%, 9.6% and 10.4% of our revenues in 2003, 2004 and 2005, respectively.
Conflicts may arise between the interests of these or other individuals in their
capacities as our shareholders and/or directors, on the one hand, and their
outside business interests on the other. There can be no assurance that any
conflicts of interest will not have an adverse effect on our shareholders.

Our operations are at greater risk of disruption due to the dependence of most
of our airports on a single commercial runway.

     As is the case with many other domestic and international airports around
the world, most of our airports, including Cancun International Airport, have
only one commercial aviation runway. While we seek to keep our runways in good
working order and to conduct scheduled


                                       11

<PAGE>

maintenance during off-peak hours, we cannot assure you that the operation of
our runways will not be disrupted due to required maintenance or repairs. In
addition, our runways may require unscheduled repair or maintenance due to
natural disasters, aircraft accidents and other factors that are beyond our
control. The closure of any runway for a significant period of time could have a
material adverse effect on our business, results of operations, prospects and
financial condition.

     Due to a significant increase in passengers at Cancun International
Airport, we have initiated the necessary studies for the construction of a
second runway at this airport and to date have obtained substantially all of the
land needed for the second runway in concession from the Mexican federal
government. However, there can be no assurance that the land obtained will be
adequate for building the second runway. If we are unable to carry out the
construction of this second runway for any reason, it could limit the growth of
our business and adversely affect our results of operations, future prospects or
financial condition.

RISKS RELATED TO THE REGULATION OF OUR BUSINESS

Our concessions may be terminated under various circumstances, some of which are
beyond our control.

     We operate each of our airports under a 50-year concession granted as of
November 1, 1998 by the Mexican government. A concession may be terminated for a
variety of reasons. For example, a concession may be terminated if we fail to
make the committed investments required by the terms of that concession. In
addition, in the event that we exceed the applicable maximum rate at an airport
in any year, the Ministry of Communications and Transportation is entitled to
reduce the applicable maximum rate at that airport for the subsequent year and
assess a penalty. Violations of certain terms of a concession (including
violations for exceeding the applicable maximum rate) can result in termination
only if sanctions have been imposed for violation of the relevant term at least
three times. Violations of other terms of a concession can result in the
immediate termination of the concession. We would face similar sanctions for
violations of the Mexican Airport Law or its regulations. Although we believe we
are currently complying with the principal requirements of the Mexican Airport
Law and its regulations, we are not in compliance with certain requirements
under the regulations. These violations could result in fines or other sanctions
being assessed by the Ministry of Communications and Transportation, and are
among the violations that could result in termination of a concession if they
occur three or more times. For a description of the consequences that may result
from the violation of various terms of our concessions, the Mexican Airport Law
or its regulations, see "Item 4. Information on the Company--Regulatory
Framework--Penalties and Termination and Revocation of Concessions and
Concession Assets." Under applicable Mexican law and the terms of our
concessions, our concessions may also be made subject to additional conditions,
which we may be unable to meet. Failure to meet these conditions may also result
in fines, other sanctions and the termination of the concessions.

     In addition, the Mexican government may terminate one or more of our
concessions at any time through reversion, if, in accordance with applicable
Mexican law, it determines that it is in the public interest to do so. In the
event of a reversion of the public domain assets that are the subject of our
concessions, the Mexican government under Mexican law is required to


                                       12

<PAGE>

compensate us for the value of the concessions based on the results of an audit
performed by appraisers. There can be no assurance that we will receive
compensation equivalent to the value of our investment in our concessions and
related assets in the event of such a revocation.

     In the event that any one of our concessions is terminated, whether through
revocation or otherwise, our other concessions may also be terminated. Thus, the
loss of any concession would have a material adverse effect on our business and
results of operations. For a discussion of events which may lead to a
termination of a concession, see "Item 4. Information on the Company--Regulatory
Framework--Penalties and Termination and Revocation of Concessions and
Concession Assets." Moreover, we are required to continue operating each of our
nine airports for the duration of our concessions, even if one or more of them
are unprofitable.

The Mexican government could grant new concessions that compete with our
airports, including the Cancun International Airport.

     The Mexican government could grant additional concessions to operate
existing government-managed airports, or authorize the construction of new
airports, that could compete directly with our airports. The Mexican government
has announced that it intends to grant a concession for a new airport in the
Mayan Riviera through a public bidding process. The Mexican state of Quintana
Roo has formed a majority state-owned company to seek any such concession that
may be granted. Currently, the Mayan Riviera is served primarily by Cancun
International Airport. We have no further details on the construction or
projected opening of the airport and are unable to predict the effect that it
may have on our passenger traffic or operating results if the project is
successfully carried out. Any competition from this or other such airports could
have a material adverse effect on our business and results of operations.
Generally, the grant of a concession for a new or existing airport is required
to be made pursuant to a public bidding process. In the event that a competing
concession is offered in a public bidding process, we cannot assure you that we
would participate in such process, or that we would be successful if we did
participate. In addition, in certain circumstances, the Mexican government can
grant concessions without conducting a public bidding process. Please see "Item
4. Information on the Company--Regulatory Framework--Grants of New Concessions"
below. Grants of new concessions that compete with our airports could adversely
affect our business, results of operations, prospects and financial condition.

We provide a public service regulated by the Mexican government and our
flexibility in managing our aeronautical activities is limited by the regulatory
environment in which we operate.

     Our aeronautical fees charged to airlines and passengers are, like most
airports in other countries, regulated. In 2003, 2004 and 2005, approximately
78.8%, 75.0% and 70.6%, respectively, of our total revenues were earned from
aeronautical services, which are subject to price regulation under our maximum
rates. These regulations may limit our flexibility in operating our aeronautical
activities, which could have a material adverse effect on our business, results
of operations, prospects and financial condition. In addition, several of the
regulations applicable to our operations and that affect our profitability are
authorized (as in the case of our master development programs) or established
(as in the case of our maximum rates) by the Ministry of Communications and
Transportation for five-year terms. Except under limited


                                       13

<PAGE>

circumstances, we generally do not have the ability unilaterally to change our
obligations (such as the investment obligations under our master development
programs or the obligation under concessions to provide a public service) or
increase our maximum rates applicable under those regulations should our
passenger traffic or other assumptions on which the regulations were based
change during the applicable term. In addition, there can be no assurance that
this price regulation system will not be amended in a manner that would cause
additional sources of our revenues to be regulated.

We cannot predict how the regulations governing our business will be applied.

     Many of the laws, regulations and instruments that regulate our business
were adopted or became effective in 1999, and there is only a limited history
that would allow us to predict the impact of these legal requirements on our
future operations. In addition, although Mexican law establishes ranges of
sanctions that might be imposed should we fail to comply with the terms of one
of our concessions, the Mexican Airport Law and its regulations or other
applicable law, we cannot predict the sanctions that are likely to be assessed
for a given violation within these ranges. We cannot assure you that we will not
encounter difficulties in complying with these laws, regulations and
instruments. Moreover, there can be no assurance that the laws and regulations
governing our business will not change.

     The Ministry of Communications and Transportation has announced that it
intends to establish a new, independent regulatory agency to supervise the
operation of our airports, as well as those of other airports that have been
opened to private investment. For further information on this agency, see "Item
4. Information on the Company--Regulatory Framework--New Regulatory Agency." We
cannot predict whether or when this new agency will be organized, the scope of
its authority, the actions that it will take in the future or the effect of any
such actions on our business.

The price regulatory system applicable to our airports does not guarantee that
our consolidated results of operations, or that the results of operations of any
airport, will be profitable.

     The system of price regulation applicable to our airports establishes an
annual maximum rate for each airport, which is the maximum annual amount of
revenues per work load unit (which is equal to one passenger or 100 kilograms
(220 pounds) of cargo) that we may earn at that airport from services subject to
price regulation. The maximum rates for our airports have been determined for
each year through December 31, 2008. For a discussion of the framework for
establishing our maximum rates and the application of these rates, see "Item 4.
Information on the Company--Regulatory Framework--Price Regulation." Under the
terms of our concessions, there is no guarantee that the results of operations
of any airport will be profitable.

     Our concessions provide that an airport's maximum rates will be adjusted
periodically for inflation. Although we are entitled to request additional
adjustments to an airport's maximum rates under certain circumstances, our
concessions provide that such a request will be approved only if the Ministry of
Communications and Transportation determines that certain events specified in
our concessions have occurred. The circumstances under which we are entitled to
an adjustment are described under "Item 4. Information on the Company--
Regulatory


                                       14

<PAGE>

Framework--Price Regulation--Special Adjustments to Maximum Rates." Therefore,
there can be no assurance that any such request would be granted.

If we exceed the maximum rate at any airport at the end of any year, we could be
subject to sanctions.

     Historically, we have set the prices we charge for regulated services at
each airport as close as possible to the prices we are allowed to charge under
the maximum rate for that airport. We expect to continue to pursue this pricing
strategy in the future. For example, in 2005, our revenues subject to maximum
rate regulation represented 99.5% of the amount we were entitled to earn under
the maximum rates for all of our airports. There can be no assurance that we
will be able to establish prices in the future that allow us to collect
virtually all of the revenue we are entitled to earn from services subject to
price regulation.

     The specific prices we charge for regulated services are determined based
on various factors, including projections of passenger traffic volumes, the
Mexican producer price index (excluding petroleum) and the value of the peso
relative to the U.S. dollar. These variables are outside of our control. Our
projections could differ from the applicable actual data, and, if these
differences occur at the end of any year, they could cause us to exceed the
maximum rate at any one or more of our airports during that year.

     If we exceed the maximum rate at any airport at the end of any year, the
Ministry of Communications and Transportation may assess a fine and may reduce
the maximum rate at that airport in the subsequent year. The imposition of
sanctions for violations of certain terms of a concession, including for
exceeding the airport's maximum rates, can result in termination of the
concession if the relevant term has been violated and sanctions have been
imposed at least three times. In the event that any one of our concessions is
terminated, our other concessions may also be terminated.

Depreciation of the peso may cause us to exceed our maximum rates.

     We aim to charge prices that are as close as possible to our maximum
chargeable rates, and we are entitled to adjust our specific prices only once
every six months (or earlier upon a cumulative increase of 5% in the Mexican
producer price index (excluding petroleum)). However, we generally collect
passenger charges from airlines 30 to 115 days following the date of each
flight. Such tariffs for the services that we provide to international flights
or international passengers are generally denominated in U.S. dollars but are
paid in Mexican pesos based on the average exchange rate for the month prior to
each flight. Accordingly, depreciation of the peso, particularly late in the
year, could cause us to exceed the maximum rates at one or more of our airports,
which could lead to the termination of one of our concessions. In the event that
any one of our concessions is terminated, our other concessions may also be
terminated.

Our results of operations may be adversely affected by required efficiency
adjustments to our maximum rates.

Our maximum rates are subject to annual efficiency adjustments, which have the
effect of reducing the maximum rates for each year to reflect projected
efficiency improvements. For the five-year term ending December 31, 2008, an
annual efficiency adjustment factor of 0.75% was


                                       15

<PAGE>

established by the Ministry of Communications and Transportation. Future annual
efficiency adjustments will be determined by the Ministry of Communications and
Transportation in connection with the setting of each airport's maximum rates
every five years. For a description of these efficiency adjustments, see "Item
4. Information on the Company--Regulatory Framework--Price
Regulation--Methodology for Determining Future Maximum Rates." We cannot assure
you that we will achieve efficiency improvements sufficient to allow us to
maintain or increase our operating income as a result of the progressive
decrease in each airport's maximum rate.

RISKS RELATED TO MEXICO

Economic developments in Mexico may adversely affect our business and results of
operations.

     Although a substantial portion of our revenues is derived from foreign
tourism, domestic passengers in recent years have represented approximately half
of the passenger traffic volume in our airports. In addition, all of our assets
are located, and all of our operations are conducted, in Mexico. As a result,
our business, financial condition and results of operation could be adversely
affected by the general condition of the Mexican economy, by a devaluation of
the peso, by inflation and high interest rates in Mexico, or by political
developments in Mexico.

Mexico has experienced adverse economic conditions.

     In the past 25 years, and as recently as the mid-1990s, Mexico has
experienced adverse economic conditions, including high levels of inflation.
From 1982 to 1987, Mexico experienced periods of slow or negative growth, high
inflation, large devaluations of the peso and limited availability of foreign
currency. In the late 1980s and early 1990s, Mexico's growth rate increased, the
inflation rate decline and the U.S. dollar/peso exchange rate was relatively
stable. Beginning in December 1994 and continuing through 1995, Mexico
experienced an economic crisis characterized by exchange rate instability,
devaluation of the peso, high inflation, high domestic interest rates, negative
economic growth, reduced consumer purchasing power and high unemployment.

     The economic crises occurred in the context of a series of internal
disruptions and political events, including a large current account deficit,
civil unrest in the southern state of Chiapas (in which one of our airports is
located), the assassination of two prominent political figures, a substantial
outflow of capital and a significant devaluation of the peso.

     In response, the Mexican government implemented a broad economic reform
program. Economic conditions in Mexico improved in 1996 and 1997. However, a
combination of factors led to a slowdown in Mexico's economic growth in 1998.
Notably, the decline in the international price of oil resulted in a reduction
of federal revenues, approximately one third of which are derived from petroleum
taxes and duties. In addition, the economic crises in Asia and Russia and the
financial turmoil in Argentina, Brazil, Venezuela and elsewhere produced greater
volatility in the international financial markets, which further slowed Mexico's
economic growth. The Mexican government has reported that real GDP decreased by
0.3% in 2001 and grew by 0.8%, 1.4%, 4.2% and 3.0%, respectively, in 2002, 2003,
2004 and 2005. In 2005,


                                       16

<PAGE>

inflation in Mexico was 3.3%, interest rates on 28-day Mexican government
treasury securities averaged 9.2% and the peso appreciated by 4.6% (in nominal
terms) against the U.S. dollar.

     We cannot assure you that similar events, or political developments in
Mexico, will not occur, or that any recurrence of these or similar events will
not adversely affect our business, results of operations, prospects and
financial condition.

Depreciation or fluctuation of the peso relative to the U.S. dollar could
adversely affect our results of operations and financial condition.

     Following the devaluation of the peso in December 1994, the aggregate
passenger traffic volume in our airports in 1995 decreased as compared to the
prior year, reflecting a decrease in domestic passenger traffic volume that more
than offset an increase in international passenger traffic volume. Any future
depreciation of the peso is likely to reduce our aggregate passenger traffic
volume, which may have a material adverse effect on our results of operations.
In addition, we cannot assure you that any future depreciation of the peso would
result in an increase in international passenger traffic.

     Devaluation or depreciation of the peso against the U.S. dollar may
adversely affect the dollar value of an investment in the ADSs and the Series B
shares, as well as the dollar value of any dividend or other distributions that
we may make.

     As of December 31, 2005 less than 20% of our liabilities (U.S.$6.6 million)
were dollar-denominated. Although we currently intend to fund the investments
required by our business strategy through cash flow from operations, we may
incur dollar-denominated debt to finance all or a portion of these investments.
A devaluation of the peso would increase the debt service cost of any
dollar-denominated indebtedness that we may incur and result in foreign exchange
losses.

     Severe devaluation or depreciation of the peso, or government imposition of
exchange controls, may also result in the disruption of the international
foreign exchange markets and may limit our ability to transfer or to convert
pesos into U.S. dollars and other currencies.

Political conditions in Mexico could materially and adversely affect Mexican
economic policy and, in turn, our operations.

     The national elections held on July 2, 2000 ended 71 years of rule by the
Institutional Revolutionary Party (PRI) with the election of President Vicente
Fox Quesada, a member of the National Action Party (PAN) and resulted in the
increased representation of opposition parties in the Mexican Congress and in
mayoral and gubernatorial positions. No single party currently has a majority in
the Congress or Senate. This shift in political power has transformed Mexico
from a one-party state to a pluralist democracy. Multiparty rule is still
relatively new in Mexico and could result in economic or political conditions
that could materially and adversely affect our operations. The lack of a
majority party in the legislature and the current lack of alignment between the
legislature and the President could result in instability or deadlock.

     The results from the presidential and congressional elections scheduled for
July 2, 2006 could lead to changes in economic policy, which in turn could have
a material adverse effect on the Mexican economy and on our business.


                                       17

<PAGE>

Increased environmental regulation and enforcement in Mexico may affect us.

     The level of environmental regulation in Mexico has significantly increased
in recent years, and the enforcement of environmental laws is becoming
substantially more stringent. We expect this trend to continue and to be
stimulated by international agreements between Mexico and the United States.
There can be no assurance that environmental regulations or their enforcement
will not change in a manner that could have a material adverse effect on our
business, results of operations, prospects or financial condition.

Developments in other countries may affect us.

     The market value of securities of Mexican companies may be, to varying
degrees, affected by economic and market conditions in other countries. Although
economic conditions in these countries may differ significantly from economic
conditions in Mexico, investors' reactions to developments in any of these other
countries may have an adverse effect on the market value of securities of
Mexican issuers. In past years, prices of both Mexican debt and equity
securities have been adversely affected by sharp declines in Asian securities
markets and by economic crises in Russia, Brazil, Argentina and Venezuela. In
addition, in recent years, economic conditions in Mexico have become
increasingly correlated to economic conditions in the United States. There can
be no assurance that the market value of our securities will not be adversely
affected by events elsewhere.

You may not be entitled to participate in future preemptive rights offerings.

     Under Mexican law, if we issue new shares for cash as part of a capital
increase, we generally must grant our shareholders the right to purchase a
sufficient number of shares to maintain their existing ownership percentage in
ASUR. Rights to purchase shares in these circumstances are known as preemptive
rights. We may not legally be permitted to allow holders of ADSs in the United
States to exercise any preemptive rights in any future capital increase unless
we file a registration statement with the U.S. Securities and Exchange
Commission, or SEC, with respect to that future issuance of shares, or the
offering qualifies for an exemption from the registration requirements of the
Securities Act of 1933, as amended.

     At the time of any future capital increase, we will evaluate the costs and
potential liabilities associated with filing a registration statement with the
SEC and any other factors that we consider important to determine whether we
will file such a registration statement.

     We cannot assure you that we will file a registration statement with the
SEC to allow holders of ADSs or shares in the United States to participate in a
preemptive rights offering. In addition, under current Mexican law, sales by the
depository of preemptive rights and distribution of the proceeds from such sales
to you, the ADS holders, is not possible. As a result, your equity interest in
ASUR may be diluted proportionately.

Corporate disclosure.

     There may be less or different publicly available information about issuers
of securities in Mexico than is regularly published by or about issuers of
securities in certain countries with highly developed capital markets. In
addition, differences in accounting and other reporting


                                       18

<PAGE>

principles and standards may cause our results to differ substantially from
those results that would have been obtained using other principles and
standards, such as U.S. GAAP.


                                       19
<PAGE>

                           FORWARD LOOKING STATEMENTS

     This Form 20-F contains forward-looking statements. We may from time to
time make forward-looking statements in our periodic reports to the Securities
and Exchange Commission on Forms 20-F and 6-K, in our annual report to
shareholders, in offering circulars and prospectuses, in press releases and
other written materials and in oral statements made by our officers, directors
or employees to analysts, institutional investors, representatives of the media
and others. Examples of such forward-looking statements include:

-    projections of operating revenues, net income (loss), net income (loss) per
     share, capital expenditures, dividends, capital structure or other
     financial items or ratios,

-    statements of our plans, objectives or goals,

-    statements about our future economic performance or that of Mexico or other
     countries in which we operate, and

-    statements of assumptions underlying such statements.

     Words such as "believe," "anticipate," "plan," "expect," "intend,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should"
and similar expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.

     Forward-looking statements involve inherent risks and uncertainties. We
caution you that a number of important factors could cause actual results to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements. These factors, some of
which are discussed above under "Risk Factors," include material changes in the
performance or terms of our concessions, developments in legal proceedings,
economic and political conditions and government policies in Mexico or
elsewhere, inflation rates, exchange rates, regulatory developments, customer
demand and competition. We caution you that the foregoing list of factors is not
exclusive and that other risks and uncertainties may cause actual results to
differ materially from those in forward-looking statements.

     Forward-looking statements speak only as of the date they are made, and we
do not undertake any obligation to update them in light of new information or
future developments.

ITEM 4. INFORMATION ON THE COMPANY

                     HISTORY AND DEVELOPMENT OF THE COMPANY

     Grupo Aeroportuario del Sureste, S.A.B. de C.V., or ASUR, is a corporation
(sociedad anonima bursatil de capital variable) organized under the laws of
Mexico. We were incorporated in 1998 as part of the Mexican government's program
for the opening of Mexico's airports to private-sector investment. The duration
of our corporate existence is indefinite. We are a holding company and conduct
all of our operations through our subsidiaries. The terms "ASUR," "we" and "our"
in this annual report refer both to Grupo Aeroportuario del Sureste, S.A.B. de
C.V. as well as Grupo Aeroportuario del Sureste, S.A.B. de C.V. together with
its


                                       20

<PAGE>

subsidiaries. Our registered office is located at Bosque de Alisos No. 47A,
Bosques de las Lomas, 05120 Mexico, D.F., Mexico, telephone (5255) 5284-0400.

INVESTMENT BY ITA

     As part of the opening of Mexico's airports to investment, in 1998 the
Mexican government sold a 15% equity interest in ASUR to ITA pursuant to a
public bidding process. Currently, Fernando Chico Pardo holds 51% of ITA's
shares and Copenhagen Airports A/S holds 49% of ITA's shares.

     Fernando Chico Pardo became a stockholder in ITA in April 2004 when he
acquired the 24.5% ownership stake of French group Vinci, S.A. in ITA and a
13.5% ownership stake of Spanish Ferrovial Aeropuertos, S.A in ITA. At the same
time, Copenhagen Airports A/S acquired Ferrovial Aeropuertos, S.A.'s 11.0%
ownership interest in ITA, thereby increasing its participation in ITA from
25.5% to 36.5%. Fernando Chico Pardo acquired an additional 25.5% ownership
stake in ITA through the exercise of his right of first refusal following the
auction of such shares by NAFIN, a Mexican national credit institution and
development bank controlled by the Mexican government. On April 29, 2005,
Copenhagen Airports A/S increased its participation in ITA from 36.5% to 49%
through the purchase of shares from Fernando Chico Pardo.

     Fernando Chico Pardo, a Mexican investor, is the founder and President of
Promecap, S.C. He serves as a board member of various organizations, including
The United Nations Pension Fund, The Quantum Group of Funds, Grupo Posadas de
Mexico, Grupo Financiero Inbursa and Grupo Carso.

     Copenhagen Airports A/S is among the world's leading airport operators and
has won several international awards. Recently, for a fifth consecutive year,
Copenhagen Airport was rated "Best in Europe" by AETRA, and, for a third
consecutive year, Copenhagen Airport received the prestigious title as "Most
efficient airport in Europe" from the Air Transport Research Society. Copenhagen
Airport is Scandinavia's main airport. In 2005, approximately 20 million
passengers were served at Copenhagen Airport. Additionally, Copenhagen Airports
A/S owns and operates Roskilde Airport located about 30 kilometers from
Copenhagen, and holds 49% of the shares in Newcastle International Airport in
England and a 20% stake in Hainan Meilan Airport Company in China. Macquarie
Airports, a company within the Macquarie group, Australia's largest investment
bank, recently acquired a majority of the outstanding capital stock of
Copenhagen Airports A/S through a tender offer, while the Danish state still
holds a 39.2% stake in Copenhagen Airports A/S.

     ITA paid the Mexican government a total of Ps. 1,165.1 million (nominal
pesos, excluding interest) (U.S.$120.0 million based on the exchange rates in
effect on the dates of payment) in exchange for:

-    45,000,000 Series BB shares representing 15% of our outstanding capital
     stock,

-    three options to subscribe for newly issued Series B shares, all of which
     have expired unexercised, and


                                       21

<PAGE>

-    the right and obligation to enter into various agreements with us and the
     Mexican government, including a participation agreement, a technical
     assistance agreement and a shareholders' agreement under terms established
     during the public bidding process. These agreements are described in
     greater detail under "Item 7. Major Shareholders and Related Party
     Transactions--Related Party Transactions."

     Under the technical assistance agreement, ITA provides management and
consulting services and transfers industry "know-how" and technology to ASUR in
exchange for a technical assistance fee. This agreement is more fully described
in "Item 7. Major Shareholders and Related Party Transactions--Related Party
Transactions." The agreement provides us a perpetual and exclusive license in
Mexico to use all technical assistance and "know-how" transferred to us by ITA
or its stockholders during the term of the agreement. The agreement has an
initial fifteen-year term, and is automatically renewed for successive five-year
terms, unless one party provides the other a notice of termination within a
specified period prior to a scheduled expiration date. ITA provides us
assistance in various areas, including: development of our commercial
activities, preparation of marketing studies focusing on increasing passenger
traffic volume at our airports, assistance with the preparation of the master
development plans that we are required to submit to the Ministry of
Communications and Transportation with respect to each of our airports and the
improvement of our airport operations.

     The technical assistance fee is equal to the greater of a fixed dollar
amount or 5% of our annual consolidated earnings before comprehensive financing
cost, income taxes and depreciation and amortization (determined in accordance
with Mexican GAAP and calculated prior to deducting the technical assistance fee
under this agreement). The fixed dollar amount decreased during the agreement's
initial five years. The fixed dollar amount was U.S.$5.0 million in 1999 and
2000, and U.S.$3.0 million in 2001 and 2002. Since 2003, the fixed dollar amount
is U.S.$2.0 million before the annual adjustment for inflation (measured by the
U.S. consumer price index) as from the first anniversary of the technical
assistance agreement. We believe that this structure creates an incentive for
ITA to increase our annual consolidated earnings before net comprehensive
financing cost, income and asset taxes and depreciation and amortization. ITA is
also entitled to reimbursement for the out-of-pocket expenses it incurs in its
provision of services under the agreement. Under Mexican tax law, companies may
not deduct fees that are determined by reference to their profitability (as
defined under Mexican tax law).

     The technical assistance agreement allows ITA, its stockholders and their
affiliates to render additional services to ASUR only if the Acquisitions and
Contracts Committee of our board of directors determines that these related
persons have submitted the most favorable bid in a public bidding process
involving at least three unrelated parties. For a description of this committee,
see "Item 6. Directors, Senior Management and Employees--Committees."

     Under our bylaws, the participation agreement and the technical assistance
agreement, ITA has the right to elect two members of our board of directors
(which currently consists of seven members) and their alternates, and to present
the board of directors the name or names of the candidates for appointment as
our chief executive officer, to remove our chief executive officer, and to
appoint and remove half of our executive officers. As the holder of the Series
BB shares, ITA's consent is also required to approve certain corporate matters
so long as ITA's


                                       22

<PAGE>

Series BB shares represent at least 7.65% of our capital stock. In addition, our
bylaws, the participation agreement and the technical assistance agreement
contain certain provisions designed to avoid conflicts of interest between ASUR
and ITA. The rights of ITA in our management are explained in "Item 6.
Directors, Senior Management and Employees--Committees." ITA's stockholders have
entered into an agreement regarding the exercise of ITA's rights and performance
of its obligations under our bylaws, the participation agreement, the technical
assistance agreement and the option agreement. The ITA shareholder's agreement
is described in "Item 7. Major Shareholders and Related Party
Transactions--Major Shareholders--ITA Trust and Shareholders' Agreement."

     The remaining 85% of our outstanding capital stock, consisting of
255,000,000 Series B shares, was sold by the Mexican government to a Mexican
trust established by NAFIN. This trust subsequently sold the shares it held in
us to the public. The Mexican government no longer holds any of our shares.

     Currently, ITA is permitted to transfer up to 49% of its Series BB shares
without restriction. After December 18, 2008, ITA may sell in any year up to 20%
of its remaining 51% ownership interest in us represented by Series BB shares.
Our bylaws provide that Series BB shares must be converted into Series B shares
prior to transfer. For a more detailed discussion of ITA's rights to transfer
its stock, see "Item 10. Additional Information--Registration and Transfer."

     As required under the participation agreement entered into in connection
with the Mexican government's sale of the Series BB shares of ASUR to ITA, ITA
has transferred its Series BB shares to a trust, the trustee of which is Banco
Nacional de Comercio Exterior, S.N.C. Under the terms of the participation
agreement and the trust agreement, ITA's shareholders, currently Copenhagen
Airports A/S and Fernando Chico Pardo, are each required to maintain an
ownership interest in ITA of a minimum of 25.5% prior to December 18, 2014
unless otherwise approved by the Ministry of Communications and Transportation.
To the extent that a key partner acquires shares of ITA in excess of a 25.5%
interest, this additional interest may be sold without restriction. See "Item 7.
Major Shareholders and Related Party Transactions--Major Shareholders--ITA Trust
and Shareholders' Agreement" for a further description of these provisions.
There can be no assurance that the terms of the participation agreement or the
trust would not be amended to reduce or eliminate these ownership commitments.
If ITA or any of its stockholders defaults on any obligation contained in the
trust agreement, or if ITA defaults on any obligation contained in the
participation agreement or the technical assistance agreement, after specified
notice and cure provisions, the trust agreement provides that the trustee may
sell 5% of the shares held in the trust and pay the proceeds of such sale to
ASUR as liquidated damages.

     Pursuant to the terms of the trust, ITA may direct the trustee to vote only
shares representing up to 10% of our capital stock. Any shares in excess of 10%
are voted by the trustee in accordance with the vote of the majority of Series B
shares. The trust does not affect the veto and other special rights granted to
the holders of Series BB shares described in "Item 10. Additional Information."


                                       23

<PAGE>

MASTER DEVELOPMENT PROGRAMS

     Under the terms of our concessions, each of our subsidiary concession
holders is required to submit an updated master development plan for approval by
the Ministry of Communications and Transportation every five years. Each master
development plan covers a fifteen-year period and includes investment
commitments for the regulated part of our business (including certain capital
expenditures and improvements) for the succeeding five-year period and
investment projections for the regulated part of our business (including certain
capital expenditures and improvements) for the remaining ten years. Once
approved by the Ministry of Communications and Transportation, these commitments
become binding obligations under the terms of our concessions. Committed
investments are minimum requirements, and our capital expenditures may exceed
our investment commitments in any period. In December 2003, the Ministry of
Communications and Transportation approved each of our current updated master
development plans. These plans are in effect from January 1, 2004 to December
31, 2008.

     The following table sets forth our committed investments for the regulated
part of our business for each airport pursuant to the terms of our current
master development plans for the periods presented. Even though we have
committed to invest the amounts in the table, those amounts could be lower or
higher depending on the cost of each project.

                              COMMITTED INVESTMENTS

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                  -------------------------------------------------------------------------------
                     2004         2005         2006          2007          2008          TOTAL
                  ----------   ----------   ----------   ------------   ----------   ------------
                                              (THOUSANDS OF PESOS)(1)
<S>               <C>          <C>          <C>          <C>            <C>          <C>
Cancun(2) .....   Ps.299,724   Ps.386,739   Ps.758,611   Ps.  942,155   Ps. 74,535   Ps.2,461,764
Merida ........        8,377       50,832       15,694         18,305       15,347        108,555
Cozumel .......        8,412       18,388          773          6,027       33,822         67,422
Villahermosa ..       19,362       51,331       26,583         21,492        2,115        120,883
Oaxaca ........        5,204        5,294        3,197          4,641        5,937         24,273
Veracruz ......       18,974       22,253          907          2,039       14,473         58,646
Huatulco ......       14,927        5,301        5,817          9,103        3,876         39,024
Tapachula .....       14,982       21,556       13,954         12,626        1,364         64,482
Minatitlan ....       35,630       47,630        4,082          7,111       11,650        106,103
                  ----------   ----------   ----------   ------------   ----------   ------------
   TOTAL          PS.425,592   PS.609,324   PS.829,618   PS.1,023,499   PS.163,119   PS.3,051,152
                  ==========   ==========   ==========   ============   ==========   ============
</TABLE>

----------
(1)  Expressed in adjusted pesos as of December 31, 2005 based on the Mexican
     construction price index in accordance with the terms of our master
     development plan.

(2)  The master development plan for Cancun airport was modified in the fourth
     quarter of 2005 to reflect our decision to build a new terminal rather than
     implement extensive expansion and remodeling of existing terminals, and to
     reflect an accelerated timetable for the construction of a second runway
     once the necessary land is received from the government.

     The following table sets forth our historical capital expenditures made
with respect to the regulated and unregulated parts of our business in the
periods indicated.

                              CAPITAL EXPENDITURES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,   (THOUSANDS OF PESOS)
-----------------------   --------------------
<S>                       <C>
2003...................        Ps.363,556
2004...................           425,683
2005...................           687,158
</TABLE>


                                       24

<PAGE>

     In 2005, we spent Ps. 687.2 million for purchases of machinery, furniture
and equipment principally for the Cancun, Villahermosa and Merida airports. In
2004, we spent Ps. 425.7 million for such purchases principally for the Cancun,
Huatulco and Veracruz airports. In 2003, we spent Ps. 363.6 million for such
purchases principally for the Cancun, Huatulco and Veracruz airports as well as
a termination fee paid to a former concessionaire in the Cancun airport in
connection with the early termination of its lease agreement.

     We expect to fund our operations and capital expenditures in the short-term
and long-term through cash flow from operations. Although we may incur
indebtedness from time to time, we do not currently anticipate that we will be
required to incur indebtedness to satisfy our commitments under our master
development plans or to fund our other capital expenditures.

                                BUSINESS OVERVIEW

     We hold concessions to operate, maintain and develop nine airports in the
southeast region of Mexico for fifty years from November 1, 1998. As operators
of these airports, we charge airlines, passengers and other users fees for the
use of the airports' facilities. We also derive rental and other income from
commercial activities conducted at our airports, such as the leasing of space to
restaurants and retailers. Our concessions include the concession for Cancun
International Airport, the second busiest airport in Mexico in 2005 in terms of
passenger traffic, according to the Mexican Airport and Auxiliary Services
Agency. We also hold concessions to operate the airports in Cozumel, Huatulco,
Merida, Minatitlan, Oaxaca, Tapachula, Veracruz and Villahermosa.

     Mexico is one of the main tourist destinations in the world. Mexico has
historically ranked in the top ten countries worldwide in terms of foreign
visitors, with 20.6 million visitors in 2005, according to the Mexican Ministry
of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 2005
in terms of number of foreign visitors and income from tourism, according to the
World Tourism Organization. The tourism industry is one of the largest
generators of foreign exchange in the Mexican economy. Within Mexico, the
southeast region (where our airports are located) is a principal tourist
destination due to its beaches and cultural and archeological sites, which are
served by numerous hotels and resorts.

     Cancun and its surroundings were the most frequently visited international
tourism destination in Mexico in 2005, according to the Mexican Ministry of
Tourism. Cancun International Airport represented 71.2%, 72.0% and 69.8% of our
passenger traffic volume and 73.6%, 76.4% and 74.9% of our revenues in 2003,
2004 and 2005, respectively. At December 31, 2005, Cancun had approximately
27,484 hotel rooms, according to the Mexican Ministry of Tourism. We believe
that Cancun International Airport is positioned to benefit from its proximity to
the Mayan Riviera, a 129-kilometer (80-mile) stretch of coastal resorts and
hotels that is among Mexico's most rapidly developing tourism areas. According
to the Mexican National Trust for Tourism Development, the Mayan Riviera had
approximately 25,170 hotel rooms as of December 31, 2005.


                                       25

<PAGE>

     Our airports served 12.2 million passengers in 2003, approximately 13.9
million passengers in 2004 and approximately 13.3 million passengers in 2005.
For year-by-year passenger figures, see "--Our Airports."

     The United States currently is a significant source of passenger traffic
volume in our airports. In 2003, 2004 and 2005, international passengers
represented 58.5%, 61.6% and 60.7%, respectively, of the total passenger traffic
volume in our airports. In 2003, 2004 and 2005, 69.1%, 69.4% and 69.0%,
respectively, of the international passengers in our airports traveled on
flights originating in or departing to the United States. As of December 31,
2005, 18 Mexican and 104 international airlines, including U.S.-based airlines
such as American Airlines and Continental Airlines, were operating directly or
through code-sharing arrangements (where one aircraft has two or more flight
numbers of different, allied airlines) in our airports.

AERONAUTICAL SERVICES

     The following table sets forth our revenues for the period presented.

<TABLE>
<CAPTION>
                                              2003           2004           2005
                                          ------------   ------------   ------------
                                                     (THOUSANDS OF PESOS)
<S>                                       <C>            <C>            <C>
Revenues:
   Aeronautical Services...............   Ps.1,255,930   Ps.1,530,620   Ps.1,456,568
   Non-Aeronautical Services...........        338,248        511,210        607,240
                                          ------------   ------------   ------------
      TOTAL............................   PS.1,594,178   PS.2,041,830   PS.2,063,808
                                          ============   ============   ============
</TABLE>

     Aeronautical services represent the most significant source of our
revenues. In 2003, 2004 and 2005, aeronautical revenues represented
approximately 78.8%, 75.0% and 70.6% of our total revenues, respectively. All of
our revenues from aeronautical services are regulated under the "dual-till"
price regulation system applicable to our airports.

     Our revenues from aeronautical services are derived from: passenger
charges, landing charges, aircraft parking charges, charges for the use of
passenger walkways and charges for the provision of airport security services.
Charges for aeronautical services generally are designed to compensate an
airport operator for its infrastructure investment and maintenance expense.
Aeronautical revenues are principally dependent on three factors: passenger
traffic volume, the number of air traffic movements and the weight of the
aircraft.

Passenger Charges

     We collect a passenger charge for each departing passenger on an aircraft
(other than diplomats, infants and transfer and transit passengers). We do not
collect passenger charges from arriving passengers. Passenger charges are
automatically included in the cost of a passenger's ticket and generally
collected twice monthly from each airline. As of December 2005, the charge for
international passengers is U.S.$17.50 and the charge for domestic passengers is
Ps. 146.50 (nominal pesos) for all of our airports except Cozumel, Huatulco,
Minatitlan and Tapachula where we charge international passengers U.S.$19.00 and
domestic Ps. 176.00 (nominal pesos). International passenger charges are
currently dollar-denominated, but generally collected in pesos based on the
average exchange rate during the month prior to the flight. Domestic passenger
charges are peso-denominated. In each of 2004 and 2005, passenger


                                       26

<PAGE>

charges represented 80.5% and 80.3%, respectively of our aeronautical revenues
and 60.3% and 56.7%, respectively, of our total revenues. From time to time we
have offered discounts on passenger charges at certain of our airports.

Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport
Security Charges

     We collect various charges from carriers for the use of our facilities by
their aircraft and passengers. For each aircraft's arrival, we collect a landing
charge that is based on the average of the aircraft's maximum takeoff weight and
the aircraft's weight without fuel. We also collect aircraft parking charges
based on the time an aircraft is at an airport's gate or parking position.
Parking charges at several of our airports vary based on the time of day that
the relevant service is provided (with higher fees generally charged during peak
usage periods at certain of our airports). We collect aircraft parking charges
the entire time an aircraft is on our aprons. Airlines are also assessed charges
for the connection of their aircraft to our terminals through a passenger
walkway. We also assess an airport security charge, which is collected from each
airline based on the number of its departing passengers. We provide airport
security services at our airports through third-party contractors. We also
provide firefighting and rescue services at our airports.

     Landing charges represented 8.7%, 7.6% and 8.0% of our aeronautical
revenues and 6.8%, 5.7% and 5.7% of our total revenues in 2003, 2004 and 2005,
respectively. Aircraft parking charges represented 10.9%, 8.8% and 8.6% of our
aeronautical revenues and 8.6%, 6.6% and 6.1% of our total revenues in 2003,
2004 and 2005 respectively. Airport security charges represented 1.6%, 1.5% and
1.5% of our aeronautical revenue and 1.2%, 1.1% and 1.1% of our total revenues
in 2003, 2004 and 2005, respectively. Passenger walkway charges represented
1.8%, 1.6% and 1.6% of our aeronautical revenues and 1.4%, 1.2% and 1.1% of our
total revenues in 2003, 2004 and 2005, respectively.

NON-AERONAUTICAL SERVICES

General

     Non-aeronautical services have historically generated a proportionately
smaller portion of our revenues. Our revenues from non-aeronautical services are
derived from commercial activities (such as the leasing of space in our airports
to retailers, restaurants, airlines and other commercial tenants) and access
fees charged to providers of complementary services in our airports (such as
catering, handling and ground transport). In 2003, 2004 and 2005, revenues from
non-aeronautical services represented 21.2%, 25.0% and 29.4%, respectively, of
our total revenues, of which 66.2%, 76.6% and 76.6%, respectively, were derived
from commercial revenues as defined under the Mexican Airport Law.

     Currently, the leasing of space in our airports to airlines and other
commercial tenants represents the most significant source of our revenues from
non-aeronautical services. Although certain of our revenues from
non-aeronautical services are regulated under our "dual-till" price regulation
system, our revenues from commercial activities (other than the lease of space
to


                                       27

<PAGE>

airlines and other airport service providers that is considered essential to an
airport) are not regulated.

Commercial Activities

     Leading international airports generally generate an important portion of
their revenues from commercial activities. An airport's revenues from commercial
activities is largely dependent on passenger traffic, its passengers' level of
spending, terminal design, the mix of commercial tenants and the basis of fees
charged to businesses operating in the airport. Revenues from commercial
activities also depend substantially on the percentage of traffic represented by
international passengers due to the revenues generated from duty-free shopping.

     In 2002, we opened 40 new commercial spaces in six of our airports,
including new duty-free shops, restaurants, bank and foreign exchange services,
and convenience stores. In 2003 we continued developing the commercial spaces in
our airports by opening new bars and restaurants in six of our airports as well
as new retail stores in seven of our airports. In 2003 we dedicated additional
space to advertising in our Cancun airport and set aside additional rental space
for car exhibits at the Merida and Villahermosa airports. We opened 13 new
retail stores in our Cancun, Merida and Oaxaca airports in 2004, and 16 new
retail stores at the Cancun, Cozumel, Villahermosa, Oaxaca and Minatitlan
airports in 2005.

     We estimate that prior to 2000 revenues from commercial activities in our
terminals accounted for less than 15% of the total revenues generated by our
airports. In contrast, we believe that revenues from commercial activities
account for 30% or more of the consolidated revenues of many leading
international airports. Accordingly, a significant part of our business strategy
is focused on increasing our revenues from commercial activities in our
airports.

     Within our nine airports, we leased approximately 225 commercial premises
as of December 31, 2005, including restaurants, banks, retail outlets (including
duty-free stores), currency exchange bureaus and car rental agencies. Our most
important tenant in terms of occupied space and revenue in 2005 was Mera
Aeropuertos, S.A. de C.V. Generally, concessionaires pay a monthly fee based on
the higher of a fixed amount or a percentage of their revenues.

     We are currently involved in legal proceedings in which we are seeking a
confirmation of our right to terminate certain lease agreements upon the
expiration of their term. These proceedings include litigation involving the
duty-free stores in Cancun, Cozumel and Merida. Although we cannot predict when
these proceedings will end, we expect that they will ultimately be resolved in
our favor.

     In April 2005, the International Court of Arbitration issued a final ruling
requiring Dufry Mexico, S.A. de C.V., among other requirements, to deliver one
of the duty-free stores that it operated in the Cancun airport and to pay Ps.
39.5 million to ASUR. Dufry complied with this ruling by making payment of Ps. 7
million in May 2005 and Ps. 32.5 million in August 2005.

     In March 2004, we agreed to pay a US$7 million termination fee to a tenant
in the Cancun Airport in connection with the early termination of their lease
agreement for four units in the Cancun Airport as compensation for improvements
made to the leased space. The four units


                                       28

<PAGE>

consist of a restaurant, three convenience stores and a snack bar. We intend to
operate these units until we award the concession to operate them to a new
concessionaire.

Access Charges

     At each of our airports, we earn revenues from charging access fees to
various third-party providers of complementary services, including luggage
check-in, sorting and handling, aircraft servicing at our gates, aircraft
cleaning, cargo handling, aircraft catering services and assistance with
passenger boarding and deplaning. Our revenues from access charges are regulated
under our "dual-till" price regulation system. Under current regulations, each
of these services may be provided by the holder of an airport concession, by a
carrier or by a third party hired by a concession-holder or a carrier.
Typically, these services are provided by third parties, whom we charge an
access fee based on a percentage of revenues that they earn at our airports. Six
different contractors provide handling services at our nine airports.

     Consorcio Aeromexico, the parent of the Aeromexico airline, and Grupo
Mexicana together own Servicios de Apoyo en Tierra or "SEAT," a company that
provides certain complementary services, such as baggage handling, to various
carriers at airports throughout Mexico. SEAT operated at our airports prior to
our commencement of operations under our concessions and continues to do so.
Under the Mexican Airport Law, third-party providers of complementary services
are required to enter into agreements with the respective concession holder at
that airport, which we did as of December 27, 2000.

     Under the Mexican Airport Law, we are required to provide complementary
services at each of our airports if there is no third party providing such
services. SEAT is currently the sole provider of baggage handling services at
five of our airports. If SEAT ceased to provide such services directly, we could
be required to provide these services or find a third party to provide such
services.

Automobile Parking and Ground Transport

     Each of our airports has public car parking facilities consisting of
open-air parking lots. The only airport at which we do not charge parking fees
is Cozumel. In 2003, 2004 and 2005, our revenues from parking lot fees were Ps.
22.2 million, Ps. 26.6 million and Ps. 32.7 million, respectively. Revenues from
parking at our airports currently are not regulated, although they could become
regulated upon a finding by the Mexican Antitrust Commission that there are no
competing alternatives.

     We collect revenues from various commercial vehicle operators, including
taxi, bus and other ground transport operators. Our revenues from permanent
providers of ground transport services, such as access fees charged to taxis,
are regulated activities, while our revenues from non-permanent providers of
ground transport services, such as access fees charged to charter buses, are not
regulated revenues.

Airport Security

     The General Office of Civil Aviation, Mexico's federal authority on
aviation, and the Office of Public Security issue guidelines for airport
security in Mexico. At each of our airports,


                                       29

<PAGE>

security services are provided by independent security companies that we hire.
In recent years, we have undertaken various measures to improve our security
standards at our airports. These measures included increasing the
responsibilities of the private security companies that we hire, the
modernization of our carry-on luggage scanning and security equipment, the
implementation of strict access control procedures to the restricted areas of
our airports and the installation of a closed-circuit television monitoring
system in some of our airports.

     In response to the September 11, 2001 terrorist attacks in the United
States, we have taken additional steps to increase security at our airports. At
the request of the Transport Security Administration of the United States, the
General Office of Civil Aviation issued directives in October 2001 establishing
new rules and procedures to be adopted at our airports. Under these directives,
these rules and procedures were to be implemented immediately and for an
indefinite period of time.

     To comply with these directives, we reinforced security by:

-    increasing and improving the security training of airport personnel,

-    increasing the supervision and responsibilities of both our security
     personnel and airline security personnel that operate in our airports,

-    issuing new electronic identification cards to airport personnel,

-    reinforcing control of different access areas of our airports, and

-    physically changing the access points to several of the restricted areas of
     our airports.

     Airlines have also contributed to the enhanced security at our airports as
they have adopted new procedures and rules issued by the General Office of Civil
Aviation applicable to airlines. Some measures adopted by the airlines include
adding more points for verification of passenger identification, inspecting
luggage prior to check-in and reinforcing controls over access to airplanes by
service providers (such as baggage handlers and food service providers). As of
January 1, 2006, we are providing additional services to the airlines, including
providing facilities to assist airlines in complying with requirements to screen
all checked baggage on international flights. We expect to provide similar
assistance to domestic flights beginning in the second half of 2006.

Fuel

     All airport property and installations related to the supply of aircraft
fuel were retained by the Mexican Airport and Auxiliary Services Agency in
connection with the opening of Mexico's airports to private investment. Pursuant
to our concessions, the Mexican Airport and Auxiliary Services Agency has
entered into agreements obligating it to pay each of our subsidiary concession
holders a fee for access to our facilities equivalent to 1% of the service
charge for fuel supply. In the event that the Mexican government were to
privatize fuel supply activities in the future, the terms of our concessions
provide that it will do so through a competitive bidding process.


                                       30
<PAGE>

OUR AIRPORTS

     In 2005, our airports served a total of 13.3 million passengers,
approximately 60.7% of which were international passengers. In 2004, our
airports served a total of 13.9 million passengers, approximately 61.6% of which
were international passengers. In 2003, our airports served a total of 12.2
million passengers, approximately 58.5% of which were international passengers.
In 2003, 2004 and 2005, Cancun International Airport accounted for 71.2%, 72.0%
and 69.8% of the passenger traffic volume and 73.6%, 76.4% and 74.9% of
revenues, respectively, from our nine airports.

     All of our airports other than Minatitlan Airport are designated as
international airports under Mexican law, which indicates that they are equipped
to receive international flights and have customs and immigration facilities.

     The following table sets forth the number of passengers served by our
airports based on flight origination or destination.

                  PASSENGERS BY FLIGHT ORIGIN OR DESTINATION(1)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                               PERCENTAGE OF
REGION             2001     2002     2003     2004     2005      TOTAL 2005
------            ------   ------   ------   ------   ------   -------------
<S>               <C>      <C>      <C>      <C>      <C>      <C>
Mexico             4,864    4,814    5,309    5,620    5,493       41.2%
United States      4,500    4,438    4,925    5,928    5,580       41.9%
Europe               882      779      980    1,258    1,183        8.9%
Canada               530      632      712      805      767        5.8%
Latin America        455      315      256      278      280        2.1%
Asia and others        9       19        8        8       17        0.1%
                  ------   ------   ------   ------   ------       ----
TOTAL             11,240   10,997   12,190   13,897   13,321        100%
                  ======   ======   ======   ======   ======       ====
</TABLE>

----------
(1)  Figures exclude passengers in transit and private aviation passengers.

     In 2003, 2004 and 2005, approximately 78.1%, 83.5% and 84.3% respectively,
of our domestic passengers traveled to or from Mexico City.

     The following table sets forth the total traffic volume and air traffic
movements in our nine airports for the periods presented:

                                 AIRPORT TRAFFIC
                                 (in thousands)

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                              ----------------------------------------------------
                                2001       2002       2003       2004       2005
                              --------   --------   --------   --------   --------
<S>                           <C>        <C>        <C>        <C>        <C>
Passengers:
Total......................   11,240.3   10,996.6   12,190.0   13,897.2   13,321.3
                              ========   ========   ========   ========   ========

Air traffic movements:(1)
Total......................      194.9      194.9      198.0      219.8      209.9
                              ========   ========   ========   ========   ========
</TABLE>

----------
(1)  Includes landings and departures, in thousands. Air traffic movement data
     include the Cancun charter terminal for all periods, because ASUR earned
     landing fees from all landings regardless of the terminal used.


                                       31

<PAGE>

     The following table sets forth the passenger traffic volume for each of our
airports during the periods indicated:

                                PASSENGER TRAFFIC
                                 (in thousands)

<TABLE>
<CAPTION>
                                             Year Ended December 31,
                              ----------------------------------------------------
                                2001       2002       2003       2004       2005
                              --------   --------   --------   --------   --------
<S>                           <C>        <C>        <C>        <C>        <C>
Cancun.....................    7,640.0    7,718.0    8,684.2   10,010.7    9,301.5
Merida.....................      919.4      849.6      899.6      931.1    1,021.9
Cozumel....................      565.2      445.9      455.8      584.4      486.6
Villahermosa...............      533.2      499.1      599.7      673.3      717.4
Oaxaca.....................      440.2      433.2      461.0      543.2      563.7
Veracruz...................      503.4      479.6      514.6      563.5      579.4
Huatulco...................      317.3      268.4      259.4      270.8      312.0
Tapachula..................      190.4      176.8      184.8      193.6      192.3
Minatitlan.................      131.2      126.0      130.9      126.5      146.5
                              --------   --------   --------   --------   --------
   TOTAL...................   11,240.3   10,996.6   12,190.0   13,897.1   13,321.3
                              ========   ========   ========   ========   ========
</TABLE>

                       AIR TRAFFIC MOVEMENTS BY AIRPORT(1)

<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                              -----------------------------------------------
                                2001      2002      2003      2004      2005
                              -------   -------   -------   -------   -------
<S>                           <C>       <C>       <C>       <C>       <C>
Cancun.....................    80,900    82,730    87,347    97,575    93,761
Merida.....................    23,627    22,827    24,213    26,534    25,449
Cozumel....................    15,225    14,015    12,813    14,355    13,381
Villahermosa...............    19,058    18,244    20,299    22,267    19,892
Oaxaca.....................    14,428    15,479    15,111    17,502    17,796
Veracruz...................    18,705    19,034    19,737    22,228    20,520
Huatulco...................     6,213     5,922     5,461     6,152     6,996
Tapachula..................    12,317    12,032     7,658     7,686     6,169
Minatitlan.................     4,431     4,602     5,362     5,598     5,937
                              -------   -------   -------   -------   -------
   TOTAL...................   194,904   194,885   198,001   219,897   209,901
                              =======   =======   =======   =======   =======
</TABLE>

----------
(1)  Includes departures and landings.

     The following table sets forth the air traffic movements in our airports
for the periods indicated in terms of commercial, charter and general aviation:

                   AIR TRAFFIC MOVEMENTS BY AVIATION CATEGORY

<TABLE>
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                              -----------------------------------------------
                                2001      2002      2003      2004      2005
                              -------   -------   -------   -------   -------
<S>                           <C>       <C>       <C>       <C>       <C>
Commercial Aviation........   137,019   142,877   143,783   157,139   159,308
Charter Aviation...........    24,565    19,183    22,535    28,520    25,557
General Aviation(1)........    33,320    32,825    31,683    34,238    25,036
                              -------   -------   -------   -------   -------
   TOTAL...................   194,904   194,885   198,001   219,897   209,901
                              =======   =======   =======   =======   =======
</TABLE>

----------
(1)  General aviation generally consists of small private aircraft.


                                       32

<PAGE>

CANCUN INTERNATIONAL AIRPORT

     Cancun International Airport is our most important airport in terms of
passenger volume, air traffic movements and contribution to revenues. In 2005,
Cancun International Airport was the second busiest airport in Mexico in terms
of passenger traffic, according to the Mexican Airport and Auxiliary Services
Agency. The airport is located approximately 16 kilometers (ten miles) from the
city of Cancun, which has a population of approximately 519,000. In 2003, 2004
and 2005, approximately 6.5 million, 7.8 million and 7.5 million passengers,
respectively, traveled through Cancun International Airport's main terminal. Of
these passengers, in 2003, 2004 and 2005, 67.1%, 77.6% and 78.5% respectively,
were international passengers. A substantial majority of the airport's
international passengers (69.1% in 2003, 69.4% in 2004 and 69.0% in 2005) began
or ended their travel in the United States. The airport's most important points
of origin and destination are Mexico City, Miami, Houston, Dallas and New York.
Due to the airport's significant number of passengers from the United States,
its traffic volume and results of operations are substantially dependent on
economic conditions in the United States. See "Item 3. Key Information--Risk
Factors--Risks Related to Our Operations--Our business could be adversely
affected by a downturn in the U.S. economy."

     During 2005, approximately 1.8 million passengers traveled through the
charter terminal in Cancun International Airport. Combined with the 7.5 million
passengers that traveled through the main terminal in that year, a total of 9.3
million passengers were served by Cancun International Airport in 2005. The
charter terminal at Cancun airport is currently closed because of damage from
Hurricane Wilma.

     Cancun is located in the state of Quintana Roo. Cancun and its surroundings
was the most visited international tourism destination in Mexico in 2005,
according to the Mexican Ministry of Tourism. According to the Mexican National
Trust for Tourist Development, the Cancun area had approximately 27,484 hotel
rooms as of December 31, 2005. Although Cancun may be reached by land, sea or
air, we believe most tourists arrive by air through Cancun International
Airport. Cancun is between approximately one and a half and five hours by air
from all major cities in the United States and 10 to 13 hours by air from most
major European cities.

     Cancun is located near beaches, coral reefs, ecological parks and Mayan
archeological sites. Cancun International Airport serves travelers visiting the
Mayan Riviera, which stretches from Cancun south to the Mayan ruins at Tulum,
and includes coastal hotels and resorts in the towns of Playa del Carmen, Tulum
and Akumal. According to the Mexican National Trust for Tourism Development, the
greater Cancun area (including the Mayan Riviera) was estimated to have an
aggregate of approximately 52,870 hotel rooms as of December 31, 2005.

     Since most of the airport's passengers are tourists, the airport's traffic
volume and results of operations are influenced by the perceived attractiveness
of Cancun as a tourist destination. See "Item 3. Key Information--Risk
Factors--Risks Related to Our Operations--Our business could be adversely
affected by a downturn in the U.S. economy."

     As part of our commercial strategy, in the fourth quarter of 2005 we
completed an expansion of 8,224 square meters (approximately 88,621 square feet)
and a remodeling of 1,387


                                       33

<PAGE>

square meters (approximately 14,445 square feet), giving us a total of 69,584
square meters (approximately 749,004 square feet) of which 10,147 square meters
(109,221 square feet) are for commercial use in Cancun International Airport's
main terminal. We are currently pursuing the eviction of several commercial
tenants that occupy a small part of this area. In April 2006, we obtained a
license to develop cargo facilities at the airport, which are currently being
operated by Cancun Carga, S.A. de C.V.

     Cancun International Airport currently has one runway with a length of
3,500 meters (2.2 miles). Due to a significant increase in passengers at Cancun
International Airport, we have initiated the necessary studies for the
construction of a second runway, and have obtained substantially all the land
for the second runway in concession from the Mexican federal government.
However, there can be no assurance that the land obtained will be adequate for
building the second runway. If, for any reason, we are unable to carry out the
construction of this second runway, it could limit the growth of our business
and adversely affect our results of operations, future prospects or financial
condition.

     The airport's facilities include a main terminal (which includes a wing
referred to as the satellite wing), a charter terminal and a general aviation
building that handles private aircraft. The airport has thirty-three gates, ten
of which are accessible by passenger walkways. The main terminal has nine gates
accessible by passenger walkways, and the charter terminal has one gate that is
accessible by a passenger walkway.

     The airport's main terminal (including the satellite terminal wing) has a
total area of approximately 49,010.59 square meters (approximately 527,285
square feet). The charter terminal in Cancun International Airport, which we
acquired on June 30, 1999, has an additional 20,500 square meters (approximately
220,500 square feet).

     On December 6, 2005, we began construction on a third terminal, which we
estimate will require an investment of approximately U.S.$100 million. The new
building, measuring a total area of 40,000 square meters (approximately 430,556
square feet), will feature 84 check-in counters and 11 boarding gates with
boarding bridges, as well as four gates served by buses. The new terminal will
feature state-of-the-art passenger information systems and an advanced security
system that screens all hold and cabin baggage in compliance with new
international aviation security regulations.

     Mera Aeropuertos, S.A. de C.V. provides food and beverage services in
several locations in our Cancun airport through its subsidiary Hoteleria
Inmobiliaria, S.A de C.V in exchange for a fee that it pays to us which is
partially based on its sales and passenger traffic in the airport.

     As of December 2004, we charge taxis and passenger vans an access fee of
Ps. 14.55, and buses an access fee of Ps. 24.55, upon entering the airport.

     On October 21, 2005, Hurricane Wilma struck the Yucatan Peninsula, causing
severe damage to the infrastructure of the Cancun airport and to our
administrative office building in Cancun. The airport's power sources, as well
as its control tower and air navigation systems, were knocked out. Cancun
airport closed on October 21 at approximately 6:00 p.m. and reopened on October
24 at approximately 8:00 a.m. Airport operations did not return to normal


                                       34

<PAGE>

for several weeks, and the airport's charter terminal remains closed, with
charter passengers being routed through the main terminal. In July 2005, we
temporarily closed the Cancun airport for approximately 16 hours as a safety
precaution in anticipation of Hurricane Emily.

     In October 2004, the Mexican state of Quintana Roo formed a majority
state-owned company, Aeropuerto Internacional de la Riviera Maya, S.A. de C.V.,
to seek a concession from the Mexican federal government to build and operate a
new airport in the Mayan Riviera region of the state, which is currently served
primarily by Cancun International Airport. The President of Mexico has publicly
announced the intention of the Mexican federal government to initiate a public
bidding process to build an airport to service the Mayan Riviera. ASUR has no
further details on the construction or projected opening of the airport and is
unable to predict the effect that it may have on our passenger traffic or
operating results if the project is successfully carried out.

     In January 2005, Aeropuerto de Cancun, S.A. de C.V. made equity
contributions to Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Cozumel,
S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Tapachula,
S.A. de C.V. and Aeropuerto de Minatitlan, S.A. de C.V. As a result, Aeropuerto
de Cancun, S.A. de C.V. currently has equity participation of 24.2%, 18.1%,
8.9%, 29.9% and 30.0% in these airports, respectively.

MERIDA INTERNATIONAL AIRPORT

     Merida International Airport serves the inland city of Merida, which has a
population of approximately 920,000, and surrounding areas in the state of
Yucatan. Merida International Airport ranked second among our airports in 2005
in terms of passenger traffic and contribution to revenues. During 2003, 2004
and 2005, Merida International Airport served 899,620, 931,127 and 1,021,902
passengers, respectively, the substantial majority of which were domestic. The
airport's primary point of origin and destination is Mexico City.

     Merida International Airport attracts a mix of both business travelers and
tourists. The city of Merida is an established urban area with numerous small
and medium-sized businesses. The city is approximately 120 kilometers (75 miles)
by highway from Chichen Itza and approximately 80 kilometers (50 miles) from
Uxmal, pre-Columbian archeological sites that attract a significant number of
tourists.

     The airport has two perpendicular runways, one with a length of 3,200
meters (2.0 miles) and another with a length of 2,300 meters (1.4 miles). The
airport has one main terminal, with four gates accessible by passenger walkways
and six remote boarding positions. As part of our commercial strategy, we
remodeled the entire 7,110 square meter (76,400 square foot) terminal, of which
962 square meters (approximately 10,350 square feet) are for commercial use.
This remodeled area was opened in December 2001.

     In 2003, 2004 and 2005, approximately 18,829, 19,148 and 19,105 metric tons
of cargo, respectively, were transported through Merida International Airport,
making it our leading airport in terms of cargo volume. In 2003, 2004 and 2005,
Merida represented approximately 47.9%, 46.6% and 45.1%, respectively, of our
total cargo volume. We have considered


                                       35

<PAGE>

opportunities for developing the Merida cargo facilities, but we have no plans
to pursue such opportunities at this time.

     There is currently one business operating under a long-term lease in Merida
International Airport with Grupo de Desarrollo del Sureste, S.A. de C.V. (GDS),
which will terminate on January 1, 2009. This lease allows GDS to construct and
develop the airport's air cargo terminal. Our concession provides us the right
to collect landing charges and parking charges for aircraft using the cargo
terminal.

     In July 2005, we closed our Merida airport for eight hours as a safety
precaution in anticipation of Hurricane Emily.

COZUMEL INTERNATIONAL AIRPORT

     Cozumel International Airport is located on the island of Cozumel in the
state of Quintana Roo. The airport primarily serves foreign tourists. During
2003, 2004 and 2005, 455,831, 584,444 and 486,616 passengers, respectively,
traveled through Cozumel International Airport, most of which were international
passengers. Cozumel is the most frequently visited destination for cruise ships
in Mexico, hosting approximately 2.9 million and 2.5 million cruise ship
visitors in 2004 and 2005, respectively. Cozumel has one of the world's largest
coral reserves, and many passengers traveling to Cozumel are divers. The
airport's most important points of origin and destination are Houston, Dallas
and Cancun. The island of Cozumel has a population of approximately 71,000.

     As part of our commercial strategy, at Cozumel International Airport's main
terminal we completed an expansion of 2,218 square meters (approximately 23,900
square feet) and a remodeling of 1,132 square meters (approximately 12,200
square feet) in 2001, giving us a main terminal building with a total of 7,258
square meters (78,100 square feet) of which 610 square meters (6,600 square
feet) are for commercial use.

     The airport has a commercial runway with a length of 2,700 meters (1.7
miles). The airport has one main commercial terminal, with four remote boarding
positions. The airport also has a general aviation building for small private
aircraft.

     On October 21, 2005, Hurricane Wilma struck the Yucatan Peninsula, causing
severe damage to the infrastructure of the Cozumel airport. The airport's power
source, as well as its control tower and air navigation systems, were disrupted.
Cozumel airport closed on October 21 at approximately 3:00 p.m. and reopened on
October 23 at approximately 9:00 a.m. Airport operations did not return to
normal for several weeks.

     In July 2005, we temporarily closed the Cozumel airport for 21 hours as a
result of Hurricane Emily. In September 2004, we closed Cozumel airport for
approximately 36 hours as a safety precaution in anticipation of hurricane Ivan.
Approximately 9 flights were cancelled, and no recorded damage or passenger
injuries resulted.


                                       36

<PAGE>

VILLAHERMOSA INTERNATIONAL AIRPORT

     Villahermosa International Airport is located in the state of Tabasco,
approximately 75 kilometers (46.9 miles) from Palenque, a Mayan archeological
site. The city of Villahermosa has a population of approximately 658,000. Oil
exploration is the principal business activity in the Villahermosa area, and
most of the airport's passengers are businesspeople working in the oil industry.
During 2003, 2004 and 2005, the airport served 599,729, 673,313 and 717,413
passengers, respectively, substantially all of which arrived on domestic
flights. The airport's most important point of origin and destination is Mexico
City.

     The airport has one runway with a length of 2,200 meters (1.4 miles). The
airport's main terminal has four remote parking positions.

     As a result of a modernization project currently being concluded, the
airport's commercial aviation apron has been extended by a total of 12,521
square meters (134,634.41 square feet), representing an increase of 87%. The
terminal building was expanded from 5,463 square meters (58,741.93 square feet)
to 9,678 square meters (104,064.52 square feet), representing an increase of
77%.

OAXACA INTERNATIONAL AIRPORT

     Oaxaca International Airport serves the city of Oaxaca, which is the
capital of the state of Oaxaca. The city of Oaxaca, located 390 kilometers
(243.8 miles) from the Pacific coast, has a population of approximately 511,000.
The airport served 461,013, 543,238 and 563,656 passengers in 2003, 2004 and
2005, respectively, most of which were domestic. The airport's passengers are
primarily Mexican businesspeople and tourists, thus its passenger volume and
results of operations are dependent on Mexican economic conditions. Oaxaca is a
picturesque colonial city located near several tourist attractions, including
the archeological ruins of Monte Alban and Mitla. The airport's most important
point of origin and destination is Mexico City.

     The airport has one runway with a length of 2,450 meters (1.5 miles) and a
main terminal building with five remote positions. The airport also includes a
general aviation building for small private airplanes with 20 positions.

VERACRUZ INTERNATIONAL AIRPORT

     Veracruz International Airport is located in the city of Veracruz along the
Gulf of Mexico. The city of Veracruz has a population of approximately 600,000.
Veracruz is the busiest port in Mexico in terms of commercial traffic, and is
the location of the country's largest container terminal. According to the
Mexican Bureau of Ports, Veracruz accounted for 20.3% of all waterborne cargo
handled by Mexican ports in 2005. In 2003, 2004 and 2005, the airport served
514,587, 563,511 and 579,449 passengers, respectively. Because the airport's
passengers are primarily Mexican business people, its passenger volume and
results of operations are dependent on Mexican economic conditions. The
airport's most important point of origin and destination is Mexico City.

     The airport has two perpendicular runways, one with a length of 2,400
meters (1.5 miles) and another with a length of 1,523 meters (1.0 miles). The
airport has one main commercial


                                       37

<PAGE>

terminal. The airport also has a general aviation building for small private
aircraft with 23 positions.

     The original 4,065 square meters (43,700 square feet) of the terminal
building at the airport have been remodeled, and an extension of 2,000 square
meters (21,500 square feet) was added, representing an increase of 49%. In
addition, special collapsible jetways were built to protect passengers during
boarding and disembarking, along with a new international baggage reclaim
facility and bigger, newer offices and facilities for federal authorities.

HUATULCO INTERNATIONAL AIRPORT

     Huatulco International Airport serves the Huatulco resort area in the state
of Oaxaca on Mexico's Pacific coast. Huatulco has a population of approximately
14,000, and was developed as a tourist resort in the late 1980s. The airport
served 259,386, 270,757 and 312,055 passengers in 2003, 2004 and 2005,
respectively, most of which were domestic. The substantial majority of the
airport's passengers are international tourists, although many arrive through
domestic flights and are thus classified as domestic. The airport's most
important points of origin and destination are Mexico City, Monterrey and
Oaxaca.

     The airport has one runway with a length of 2,700 meters (1.7 miles). The
airport's main terminal has three remote positions. The airport has a general
aviation building for small private airplanes with 8 positions.

TAPACHULA INTERNATIONAL AIRPORT

     Tapachula International Airport serves the city of Tapachula, which has a
population of approximately 199,000 and the state of Chiapas. In 2003, 2004 and
2005, the airport served 184,750, 193,573 and 192,326 passengers, respectively,
substantially all of which were domestic. The airport's passenger volume and
results of operations are dependent on Mexican economic conditions since
virtually all of its passengers are domestic. The airport's most important point
of origin and destination is Mexico City.

     The airport has one runway with a length of 2,000 meters (1.3 miles). The
airport has one main terminal with three remote boarding positions. The airport
also has a general aviation building for small private aircraft with 24 boarding
positions.

MINATITLAN AIRPORT

     Minatitlan Airport is located near the Gulf of Mexico, 13 kilometers (8.1
miles) from the city of Coatzacoalcos, 11 kilometers (6.9 miles) from the city
of Cosoleacaque and 26 kilometers (16.2 miles) from the city of Minatitlan. The
metropolitan area comprised of these three cities has a population of
approximately 541,000. In 2003, 2004 and 2005, the airport served 130,900,
126,497 and 146,485 passengers, respectively. In recent years, the airport's
passenger traffic has decreased due to lower oil and petrochemical industry
activity in Coatzacoalcos and Cosoleacaque. The airport's passengers are
principally domestic business people drawn by the area's petrochemical and
agriculture businesses. Because the airport's passengers are primarily Mexican
travelers, its passenger volume and results of operations are dependent on
Mexican


                                       38

<PAGE>

economic conditions. The airport's most important point of origin and
destination is Mexico City.

     The airport has one runway with a length of 2,100 meters (1.3 miles). The
airport's main terminal has three remote parking positions. The airport has a
general aviation building for small private airplanes with 30 boarding
positions.

PRINCIPAL AIR TRAFFIC CUSTOMERS

     As of December 31, 2005, 104 international airlines and 18 Mexican airlines
operated flights at our nine airports (including airlines operating in the
charter terminal in Cancun International Airport and airlines operating solely
on a code share basis). A code share arrangement means that airlines that do not
fly their own aircraft into our airports arrange to share the passenger space in
another airline's aircraft, with both airlines booking passengers through the
same code.

     Grupo Mexicana, whose subsidiaries include Mexicana and Click Mexicana
(formerly known as Aerocaribe), operates the most flights at our airports, with
Aeromexico providing the second highest number of flights. Prior to the recent
sale of Grupo Mexicana, both Mexicana and Aeromexico were controlled by Cintra,
S.A. de C.V. (now Consorcio Aeromexico, S.A. de C.V.), a holding company
controlled by the Mexican government whose airlines accounted for 22.6%, 19.5%
and 19.1% of the revenues generated by our airports in 2003, 2004 and 2005,
respectively. On December 20, 2005, Cintra sold Grupo Mexicana to Grupo Posadas,
S.A. de C.V., the largest hotel operator in Mexico. Grupo Aeromexico and Grupo
Mexicana also control other airlines operating in our airports, including
Aerocozumel and Aeromexpress, as well as the largest provider of baggage and
ramp handling services at our airports, Servicios de Apoyo en Tierra, or SEAT.
Further information regarding Consorcio Aeromexico-controlled entities may be
found in "Item 7. Major Shareholders and Related Party Transactions--Related
Party Transactions--Agreements with Entities Controlled by the Mexican
Government."

     Among foreign airlines, American Airlines and Continental Airlines operate
the greatest number of flights to and from our airports. In 2003, American
Airlines and Continental Airlines accounted for 6.7% and 5.6%, respectively, of
our revenues. In 2004, American Airlines and Continental Airlines accounted for
6.8% and 5.4%, respectively, of our total revenues. In 2005, American Airlines
and Continental Airlines accounted for 6.0% and 5.1%, respectively, of our total
revenues.


                                       39
<PAGE>

     The following table sets forth our principal air traffic customers based on
the percentage of revenues they represented for the years ended December 31,
2003, 2004 and 2005:

                         PRINCIPAL AIR TRAFFIC CUSTOMERS

<TABLE>
<CAPTION>
                                                            PERCENTAGE OF ASUR REVENUES
                                                              YEAR ENDED DECEMBER 31,
                                                            ---------------------------
                                                                2003   2004   2005
                                                               -----   ----   ----
<S>                                                         <C>        <C>    <C>
CUSTOMER
Compania Mexicana de Aviacion, S.A. de C.V. (Mexicana) ..       11.6%   9.6%  10.4%
American Airlines .......................................        6.7%   6.8%   6.1%
Aerovias de Mexico, S.A. de C.V. (Aeromexico) ...........        6.5%   6.2%   5.1%
Continental Airlines ....................................        5.6%   5.4%   5.1%
Aerovias Caribe, S.A. de C.V. (Click) ...................        4.1%   3.3%   3.3%
Aviation Support S.A. de C.V ............................        2.3%   2.0%   2.2%
Aviacion Comercial Especializada S.A. de C.V ............        4.1%   4.0%   3.8%
Comercializadora de Productos en Aeropuertos ............        3.8%     0%   0.3%
Consorcio Aviacsa, S.A. de C.V ..........................        3.1%   3.6%   4.3%
Lineas Aereas Allegro, S.A. de C.V ......................        2.4%     0%     0%
Air Routing International Corporation ...................        2.2%     0%     0%
American Trans Air ......................................        2.0%   1.3%   1.1%
Petroservicios de Mexico, S.A. de C.V ...................        2.0%   2.5%   2.1%
   Other ................................................       43.6%  55.3%  56.2%
                                                               -----   ----   ----
   TOTAL ................................................      100.0%   100%   100%
                                                               =====   ====   ====
</TABLE>

Seasonality

     Our business is subject to seasonal fluctuations. In general, demand for
air travel is typically higher during the summer months and during the winter
holiday season, particularly in international markets, because there is more
vacation travel during these periods. Our results of operations generally
reflect this seasonality, but have also been impacted by numerous other factors
that are not necessarily seasonal, including economic conditions, war or threat
of war, weather, air traffic control delays and general economic conditions, as
well as the other factors discussed above. As a result, our operating results
for a quarterly period are not necessarily indicative of operating results for
an entire year, and historical operating results are not necessarily indicative
of future operating results.

Competition

     Since our business is substantially dependent on international tourists,
our principal competition is from competing tourist destinations. We believe
that the main competitors to Cancun are vacation destinations in Mexico, such as
Acapulco, Puerto Vallarta and Los Cabos, and elsewhere such as Puerto Rico,
Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean island and
Central American resorts. In March 2000, a new airport opened in Chichen Itza.
This airport is operated by the former operator of the charter terminal in
Cancun International Airport. In addition, the Mexican government has announced
its intention to grant a concession for a new airport in the Mayan Riviera
through a public bidding process. In October 2004, the Mexican state of Quintana
Roo formed a majority state-owned company, Aeropuerto Internacional de la
Riviera Maya, S.A. de C.V., to seek any such concession that may be granted.
Currently, the Mayan Riviera is served primarily by Cancun International
Airport. ASUR has no further details on the construction or projected opening of
the airport and


                                       40

<PAGE>

is unable to predict the effect that it may have on our passenger traffic or
operating results if the project is successfully carried out.

     The relative attractiveness of the locations we serve is dependent on many
factors, some of which are beyond our control. These factors include promotional
activities and pricing policies of hotel and resort operators, weather
conditions, natural disasters (such as hurricanes) and the development of new
resorts that may be considered more attractive. There can be no assurance that
the locations we serve will continue to attract the same level of passenger
traffic in the future.

     Excluding Cancun International Airport, our airports generally do not face
significant competition. The Mexican Airport and Auxiliary Services Agency
currently operates seven small airports in Mexico's southeast region. The
Mexican Airport and Auxiliary Services Agency estimates that its airports
collectively account for less than 10% of the passenger traffic in the region.

                              REGULATORY FRAMEWORK

SOURCES OF REGULATION

     The following are the principal laws, regulations and instruments that
govern our business and the operation of our airports:

-    the Mexican Airport Law, enacted December 22, 1995,

-    the regulations to the Mexican Airport Law, enacted February 17, 2000,

-    the Mexican Communications Law, enacted February 19, 1940,

-    the Mexican Civil Aviation Law, enacted May 12, 1995,

-    the Mexican Federal Duties Law, enacted December 31, 1981,

-    the Mexican National Assets Law, enacted May 20, 2004, and

-    the concessions that entitle our subsidiaries to operate our nine airports,
     which were granted June 29, 1998 and amended on March 19, 1999.

     The Mexican Airport Law and the regulations to the Mexican Airport Law
establish the general framework regulating the construction, operation,
maintenance and development of Mexican airport facilities. The Mexican Airport
Law's stated intent is to promote the expansion, development and modernization
of Mexico's airport infrastructure by encouraging investment and competition.

     Under the Mexican Airport Law, a concession granted by the Ministry of
Communications and Transportation is required to construct, operate, maintain or
develop a public service airport in Mexico. A concession generally must be
granted pursuant to a public


                                       41

<PAGE>

bidding process, except for: (i) concessions granted to (a) entities considered
part of "the federal public administration" as defined under Mexican law and (b)
private companies whose principal stockholder may be a state or municipal
government; (ii) concessions granted to operators of private airports (who have
operated privately for five or more years) wishing to begin operating their
facilities as public service airports; and (iii) complementary concessions
granted to existing concession holders. Complementary concessions may be granted
only under certain limited circumstances, such as where an existing concession
holder can demonstrate, among other things, that the award of the complementary
concession is necessary to satisfy passenger demand. On June 29, 1998, the
Ministry of Communications and Transportation granted nine concessions to
operate, maintain and develop the nine principal airports in Mexico's southeast
region to our subsidiaries. Because our subsidiaries were considered entities of
the federal public administration at the time the concessions were granted, the
concessions were awarded without a public bidding process. Each of our
concessions was amended on March 19, 1999 in order, among other things, to
incorporate each airport's maximum rates and certain other terms as part of the
concession.

     The Mexican National Assets Law among other items establishes regulations
relating to concessions on real property held in the public domain, including
the airports that we operate. The Mexican National Assets Law requires
concessionaires of real property held in the public domain that are used for
administrative or other non-public purposes to pay a tax. In addition, the
Mexican National Assets Law establishes grounds for revocation of concessions
for failure to pay this tax.

     The constitutionality of the Mexican National Assets Law has not been
challenged in Mexico's court system. If challenged in the future, a court could
declare the tax void or determine an alternate amount. We do not expect that
this new tax will materially affect our results of operations or financial
condition.

     On February 17, 2000 the regulations to the Mexican Airport Law were
issued. Although we believe we are currently complying with the principal
requirements of the Mexican Airport Law and its regulations, we are not in
compliance with certain requirements under the regulations. These violations
could result in fines or other sanctions being assessed by the Ministry of
Communications and Transportation, and are among the violations that could
result in termination of a concession if they occur three or more times.

ROLE OF THE MINISTRY OF COMMUNICATIONS AND TRANSPORTATION

     The Ministry of Communications and Transportation is the principal
regulator of airports in Mexico and is authorized by the Mexican Airport Law to
perform the following functions:

-    grant, modify and revoke concessions for the operation of airports,

-    establish air transit rules and rules regulating take-off and landing
     schedules through the Mexican air traffic control authority,

-    take all necessary action to create an efficient, competitive and
     non-discriminatory market for airport-related services,


                                       42

<PAGE>

-    approve any transaction or transactions that directly or indirectly may
     result in a change of control of a concession holder,

-    approve the master development plans prepared by each concession holder
     every five years,

-    determine each airport's maximum rates,

-    approve any agreements entered into between a concession holder and a third
     party providing airport or complementary services at its airport,

-    establish safety regulations,

-    monitor airport facilities to determine their compliance with the Mexican
     Airport Law, other applicable laws and the terms of the concessions, and

-    impose penalties for failure to observe and perform the rules under the
     Mexican Airport Law, the Mexican Airport Law regulations and the
     concessions.

     In addition, under the Mexican Organic Law of the Federal Public
Administration, the Mexican Airport Law and the Mexican Civil Aviation Law, the
Ministry of Communications and Transportation is required to provide air traffic
control, radio assistance and aeronautical communications at Mexico's airports.
The Ministry of Communications and Transportation provides these services
through SENEAM, the Mexican air traffic control authority, which is a division
of the Ministry of Communications and Transportation. Since 1978, the Mexican
air traffic control authority has provided air traffic control for Mexico's
airports.

NEW REGULATORY AGENCY

     The Ministry of Communications and Transportation has announced that it
intends to establish a new regulatory agency. This new agency is expected to be
authorized to monitor our activities and those of the other new airport groups,
to enforce applicable regulations and to propose amendments to concessions, to
set maximum rates, to resolve disputes between concession holders and airport
users (such as airlines) and to collect and distribute information relating to
the airport sector. No date for the establishment of this new regulatory agency
has been publicly announced.

SCOPE OF CONCESSIONS AND GENERAL OBLIGATIONS OF CONCESSION HOLDERS

     As authorized under the Mexican Airport Law, each of the concessions held
by our subsidiaries is for an initial 50-year term from November 1, 1998. This
initial term of each of our concessions may be renewed in one or more terms for
up to an additional 50 years, subject to the concession holder's acceptance of
any new conditions imposed by the Ministry of Communications and Transportation
and to its compliance with the terms of its concession.

     The concessions held by our subsidiary concession holders allow the
relevant concession holder, during the term of the concession, to: (i) operate,
maintain and develop its airport and carry out any necessary construction in
order to render airport, complementary and commercial services as provided under
the Mexican Airport Law and the Mexican Airport Law regulations;


                                       43

<PAGE>

and (ii) use and develop the assets that comprise the airport that is the
subject of the concession (consisting of the airport's real estate and
improvements but excluding assets used in connection with fuel supply and
storage). These assets are government-owned assets, subject to the Mexican
National Assets Law. Upon expiration of a concession, these assets automatically
revert to the Mexican government.

     Substantially all of contracts entered into by the Mexican Airport and
Auxiliary Services Agency with respect to each of our airports have been
assigned to the relevant concession holder for each airport. As part of this
assignment, each concession holder agreed to indemnify the Mexican Airport and
Auxiliary Services Agency for any loss suffered by the Mexican Airport and
Auxiliary Services Agency due to the concession holder's breach of its
obligations under an assigned agreement.

     Under the Mexican Federal Duties Law, each of our subsidiary concession
holders is required to pay the Mexican government a concession fee based on its
gross annual revenues from the use of public domain assets pursuant to the terms
of its concession. Currently, this concession fee is set at a rate of 5% and may
be revised annually by the Mexican Congress. Our concessions provide that we may
request an amendment of our maximum rates if there is a change in this
concession fee.

     Concession holders are required to provide airport security. If public
order or national security is endangered, the competent federal authorities are
authorized to act to protect the safety of aircraft, passengers, cargo, mail,
installations and equipment.

     Each concession holder and any third party providing services at an airport
is required to carry specified insurance in amounts and covering specified
risks, such as damage to persons and property at the airport, in each case as
specified by the Ministry of Communications and Transportation. To date the
Ministry of Communications and Transportation has not specified the required
amounts of insurance. We cannot assure you that we will not be required to
obtain additional insurance once these amounts are specified.

     ASUR and our subsidiary concession holders are jointly and severally liable
to the Ministry of Communications and Transportation for the performance of all
obligations under the concessions held by our subsidiaries. Each of our
subsidiary concession holders is responsible for the performance of the
obligations set forth in its concession, including the obligations arising from
third-party contracts, as well as for any damages to the Mexican
government-owned assets which they use and to third-party airport users. In the
event of a breach of one concession, the Ministry of Communications and
Transportation is authorized to revoke all of the concessions held by our
subsidiaries.

     The shares of a concession holder and the rights under a concession may be
subject to a lien only with the approval of the Ministry of Communications and
Transportation. No agreement documenting liens approved by the Ministry of
Communications and Transportation may allow the beneficiary of a pledge to
become a concession holder under any circumstances.

     A concession holder may not assign any of its rights or obligations under
its concession without the authorization of the Ministry of Communications and
Transportation. The Ministry


                                       44

<PAGE>

of Communications and Transportation is authorized to consent to an assignment
only if the proposed assignee satisfies the requirements to be a concession
holder under the Mexican Airport Law, undertakes to comply with the obligations
under the relevant concession and agrees to any other conditions that the
Ministry may require.

CLASSIFICATION OF SERVICES PROVIDED AT AIRPORTS

     The Mexican Airport Law and the Mexican Airport Law regulations classify
the services that may be rendered at an airport into the following three
categories:

-    Airport Services. Airport services may be rendered only by the holder of a
     concession or a third party that has entered into an agreement with the
     concession holder to provide such services. These services include: --the
     use of airport runways, taxiways and aprons for landing, aircraft parking
     and departure, --the use of hangars, passenger walkways, transport buses
     and automobile parking facilities, --the provision of airport security
     services, rescue and firefighting services, ground traffic control,
     lighting and visual aids, --the general use of terminal space and other
     infrastructure by aircraft, passengers and cargo, and --the provision of
     access to an airport to third parties providing complementary services (as
     defined in the Mexican Airport Law) and third parties providing permanent
     ground transport services (such as taxis).

-    Complementary Services. Complementary services may be rendered by an
     airline, by the airport operator or by a third party under agreements with
     airlines or the airport operator. These services include: --ramp and
     handling services, --passenger check-in, and --aircraft security, catering,
     cleaning, maintenance, repair and fuel supply and related activities that
     provide support to air carriers.

-    Commercial Services. Commercial services involve services that are not
     considered essential to the operation of an airport or aircraft, and
     include: --the leasing of space to retailers, restaurants and banks, and
     --advertising.

     Third parties rendering airport, complementary or commercial services are
required to do so pursuant to a written agreement with the relevant concession
holder. All agreements relating to airport or complementary services are
required to be approved by the Ministry of Communications and Transportation.
The Mexican Airport Law provides that the concession holder is jointly liable
with these third parties for compliance with the terms of the relevant
concession with respect to the services provided by such third parties. All
third-party service providers of complementary services are required to be
corporations incorporated under Mexican law.

     Airport and complementary services are required to be provided to all users
in a uniform and regular manner, without discrimination as to quality, access or
price. Concession holders are required to provide airport and complementary
services on a priority basis to military aircraft, disaster support aircraft and
aircraft experiencing emergencies. Airport and complementary services are
required to be provided at no cost to military aircraft and aircraft performing
national security activities.


                                       45

<PAGE>

     In the event of force majeure, the Ministry of Communications and
Transportation may impose additional regulations governing the provision of
services at airports, but only to the extent necessary to address the force
majeure event. The Mexican Airport Law allows the airport administrator
appointed by a concession holder to suspend the provision of airport services in
the event of force majeure.

     A concession holder is also required to take all necessary measures to
create a competitive market for complementary services. Due to space, efficiency
and safety considerations, a concession holder may limit the number of providers
of complementary services in its airport. If the number of complementary service
providers must be limited due to these considerations, contracts for the
provision of complementary services must be awarded through a competitive
bidding process.

MASTER DEVELOPMENT PLANS

     Concession holders are also required to submit to the Ministry of
Communications and Transportation a master development plan describing, among
other things, the concession holder's construction and maintenance plans.

     Each master development plan is for a fifteen-year period and is required
to be updated every five years and resubmitted for approval to the Ministry of
Communications and Transportation. Upon such approval, the master development
plan is deemed to constitute a part of the relevant concession. Any major
construction, renovation or expansion of an airport may only be made pursuant to
a concession holder's master development plan or upon approval by the Ministry
of Communications and Transportation. Information required to be presented in
the master development plan includes:

-    airport growth and development expectancies,

-    15-year projections for air traffic demand (including passenger, cargo and
     operations),

-    construction, conservation, maintenance, expansion and modernization
     programs for infrastructure, facilities and equipment,

-    five-year detailed investment program and planned major investments for the
     following ten years,

-    probable sources of financing,

-    descriptive airport plans, and

-    environmental protection measures.

     The concessions require the concession holder to engage recognized
independent consultants to conduct polls among airport users with respect to
current and expected quality standards, and to prepare air traffic projections
and investment requirements. The concession holder must submit a draft of the
master development plan to airport users for their review and comments. Further,
the concession holder must submit the master development plan to the


                                       46

<PAGE>

Ministry of Communications and Transportation prior to the expiration of the
five-year term. The Ministry of Communications and Transportation may request
additional information or clarification as well as seek further comments from
airport users.

     Changes to a master development plan and investment program require the
approval of the Ministry of Communications and Transportation, except for
emergency repairs and minor works that do not adversely affect an airport's
operations.

     On December 30, 2003, the Ministry of Communications and Transportation
approved our current master development plans. The current terms of the updated
master development plans went into effect on January 1, 2004, and will be in
effect until December 31, 2008.

     The following table sets forth our committed investments for each airport
pursuant to the terms of our current master development plans for the periods
presented. Even though we have committed to invest the amounts in the table,
those amounts could be lower or higher depending on the cost of each project.

                              COMMITTED INVESTMENTS

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                  -------------------------------------------------------------------------------
                     2004         2005         2006          2007          2008          TOTAL
                  ----------   ----------   ----------   ------------   ----------   ------------
                                              (THOUSANDS OF PESOS)(1)
<S>               <C>          <C>          <C>          <C>            <C>          <C>
Cancun(2) .....   Ps.299,724   Ps.386,739   Ps.758,611   Ps.  942,155   Ps. 74,535   Ps.2,461,764
Merida ........        8,377       50,832       15,694         18,305       15,347        108,555
Cozumel .......        8,412       18,388          773          6,027       33,822         67,422
Villahermosa ..       19,362       51,331       26,583         21,492        2,115        120,883
Oaxaca ........        5,204        5,294        3,197          4,641        5,937         24,273
Veracruz ......       18,974       22,253          907          2,039       14,473         58,646
Huatulco ......       14,927        5,301        5,817          9,103        3,876         39,024
Tapachula .....       14,982       21,556       13,954         12,626        1,364         64,482
Minatitlan ....       35,630       47,630        4,082          7,111       11,650        106,103
                  ----------   ----------   ----------   ------------   ----------   ------------
   TOTAL ......   PS.425,592   PS.609,324   PS.829,618   PS.1,023,499   PS.163,119   PS.3,051,152
                  ==========   ==========   ==========   ============   ==========   ============
</TABLE>

----------
(1)  Expressed in constant pesos with purchasing power as of December 31, 2005
     based on the Mexican construction price index in accordance with the terms
     of our master development plan.

(2)  The master development plan for Cancun airport was modified in the fourth
     quarter of 2005 to reflect our decision to build a new terminal rather than
     implement extensive expansion and remodeling of existing terminals, and to
     reflect an accelerated timetable for the construction of a second runway
     once the necessary land is received from the government.

PRICE REGULATION

     The Mexican Airport Law provides that the Ministry of Communications and
Transportation may establish price regulations for services for which the
Antitrust Commission determines that a competitive market does not exist. On
March 9, 1999, the Antitrust Commission issued a ruling stating that competitive
markets generally do not exist for airport services and airport access provided
to third parties rendering complementary services. This ruling authorized the
Ministry of Communications and Transportation to establish regulations governing
the prices that may be charged for airport services and access fees that may be
charged to providers of complementary services in our airports. On March 19,
1999, a new regulation, the Rate Regulation, was incorporated within the terms
of each of our concessions. The Rate Regulation, which became effective May 1,
1999, establishes the annual maximum rates for each


                                       47

<PAGE>

of our concession holders, which is the maximum amount of revenue per work load
unit (one passenger or 100 kilograms (220 pounds) of cargo) in a given year that
the concession holder may earn at its airports from all regulated revenue
sources.

Regulated Revenues

     The Rate Regulation establishes a "dual-till" system of price regulation
under which certain of our revenues, such as passenger charges, landing charges,
aircraft parking charges and access fees from third parties providing
complementary services at our airports, are regulated, while the revenues that
we earn from commercial activities in our terminals, such as the leasing of
space to duty-free stores, retailers, restaurants, car rental companies and
banks, are not regulated.

     The Rate Regulation provides that the following sources of revenues are
regulated under this "dual-till" system:

-    revenues from airport services (as defined under the Mexican Airport Law),
     other than automobile parking, and

-    access fees earned from third parties providing complementary services,
     other than those related to the establishment of administrative quarters
     that the Ministry of Communications and Transportation determines to be
     non-essential.

     All other sources of revenues at our airports are not regulated.
Approximately 84.0%, 78.8% and 74.6% of our revenues in 2003, 2004 and 2005,
respectively, were derived from regulated sources of revenue.

     Each concession holder is entitled to determine the prices charged for each
regulated service and is required to register such prices with the Ministry of
Communications and Transportation. Once registered, those prices are deemed part
of its concession, and may only be changed every six months or earlier if there
has been a cumulative increase of at least 5% in the Mexican producer price
index (excluding petroleum) as published by the Mexican Central Bank since the
date of the last adjustment and in other specific circumstances. See "--Special
Adjustments to Maximum Rates."

Current Maximum Rates

     Each airport's maximum rates from January 1, 2004 to December 31, 2008 were
set by the Ministry of Communications and Transportation in December 2003.


                                       48

<PAGE>

     The following table sets forth the maximum rates for each of our airports
for the periods indicated. These maximum rates are subject to adjustment only
under the limited circumstances described below under "Special Adjustments to
Maximum Rates."

<TABLE>
<CAPTION>
                                     MAXIMUM RATES(1)(2)
                                   YEAR ENDED DECEMBER 31,
                  --------------------------------------------------------
                     2004        2005       2006        2007        2008
                  ---------   ---------   --------   ---------   ---------
<S>               <C>         <C>         <C>        <C>         <C>
Cancun ........   Ps.119.17   Ps.118.27   Ps117.38   Ps.116.50   Ps.115.62
Merida ........       89.80       89.14      88.47       87.81       87.15
Cozumel .......      127.86      126.90     125.94      124.99      124.06
Villahermosa ..      104.05      103.25     102.49      101.72      100.96
Oaxaca ........      109.70      108.87     108.05      107.24      106.45
Veracruz ......       93.18       92.47      91.78       91.10       90.41
Huatulco ......      105.39      104.61      91.85      103.05      102.27
Tapachula .....      131.06      130.08     129.11      128.14      127.18
Minatitlan ....      111.71      110.87     110.04      109.21      108.40
</TABLE>

----------
(1)  Expressed in adjusted pesos as of December 31, 2005 based on the Mexican
     producer price index (excluding petroleum).

(2)  Our concessions provide that each airport's maximum rate may be adjusted
     annually to take account of projected improvements in efficiency. For the
     five-year period ending December 31, 2008, the maximum rates applicable to
     our airports reflect a projected annual efficiency improvement of .75%.

Methodology For Determining Future Maximum Rates

     The Rate Regulation provides that each airport's annual maximum rates are
to be determined in five-year intervals based on the following variables:

-    Projections for the fifteen-year period of work load units (each of which
     is equivalent to one passenger or 100 kilograms (220 pounds) of cargo),
     operating costs and expenses (excluding amortization and depreciation)
     related to services subject to price regulation.

-    Projections for the fifteen-year period of capital expenditures related to
     regulated services, based on air traffic forecasts and quality of standards
     for services to be derived from the master development plans.

-    Reference values, which were established in the concessions and are
     designed to reflect the net present value of the regulated revenues minus
     the corresponding regulated operating costs and expenses (excluding
     amortization and depreciation), and capital expenditures related to the
     provision of regulated services plus a terminal value.

-    A discount rate to be determined by the Ministry of Communications and
     Transportation. The concessions provide that the discount rate shall
     reflect the cost of capital to Mexican and international companies in the
     airport industry (on a pre-tax basis), as well as Mexican economic
     conditions. The concessions provide that the discount rate shall be at
     least equal to the average yield of long-term Mexican government debt
     securities quoted in the international markets during the prior 24 months
     plus a risk premium to be determined by the Ministry of Communications and
     Transportation based on the inherent risk of the airport business in
     Mexico.


                                       49
<PAGE>

     Our concessions specify a discounted cash flow formula to be used to
determine the maximum rates that, given the projected pre-tax earnings, capital
expenditures and discount rate, would result in a net present value equal to the
reference values established in connection with the last determination of
maximum rates.

     Our concessions provide that each airport's maximum rate may be adjusted
annually to take account of projected improvements in efficiency. For the
five-year period ending December 31, 2008, the maximum rates applicable to our
airports reflect a projected annual efficiency improvement of 0.75%.

     The concessions provide that each airport's reference values, discount rate
and the other variables used in calculating the maximum rates are not guarantees
and do not in any manner represent an undertaking by the Ministry of
Communications and Transportation or the Mexican government as to the
performance of any concession holder. To the extent that the revenues from
services subject to price regulation in any period are less than an airport's
maximum rate multiplied by the work load units processed for such period, no
adjustment will be made to compensate for this shortfall.

     To the extent that such aggregate revenues per work load unit exceed the
relevant maximum rate, the Ministry of Communications and Transportation may
proportionately reduce the maximum rate in the immediately subsequent year and
assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in
the Federal District (Mexico City). On January 1, 2006, the daily minimum wage
in Mexico City was Ps. 48.67. As a result, the maximum penalty at such date
could have been Ps. 2.4 million (U.S.$228,833). In the event that a concession
holder fails to comply with certain terms of its concession, or violates certain
other terms of its concession after having been sanctioned at least three times
for violation of that concession, the Ministry of Communications and
Transportation is entitled to revoke its concession. We would face similar
sanctions for any violations of the Mexican Airport Law or its regulations. A
full discussion of circumstances that might lead to a revocation of a concession
may be found below at "Penalties and Termination and Revocation of Concessions
and Concession Assets."

     Currently, our calculation of work load units (one passenger or 100
kilograms (220 pounds) of cargo does not include transit passengers. There is a
possibility that in the future our work load units may include transit
passengers and the Ministry of Communications and Transportation will decrease
our maximum rates to reflect this higher passenger base. Although there can be
no assurance, we do not expect this change to occur in the short term or have a
material adverse effect on our revenues if and when it happens.

Special Adjustments to Maximum Rates

     Once determined, each airport's maximum rates are subject to special
adjustment only under the following circumstances:

-    Change in law or natural disasters. A concession holder may request an
     adjustment in its maximum rates if a change in law with respect to quality
     standards or safety and environmental protection results in operating costs
     or capital expenditures that were not contemplated when its maximum rates
     were determined. In addition, a concession holder


                                       50

<PAGE>

     may also request an adjustment in its maximum rates if a natural disaster
     affects demand or requires unanticipated capital expenditures. There can be
     no assurance that any request on these grounds would be approved, or that
     we would make such a request.

-    Macroeconomic conditions. A concession holder may also request an
     adjustment in its maximum rates if, as a result of a decrease of at least
     5% in Mexican gross domestic product in a 12-month period, the work load
     units processed in the concession holder's airport are less than that
     projected when its maximum rates were determined. To grant an adjustment
     under these circumstances, the Ministry of Communications and
     Transportation must have already allowed the concession holder to decrease
     its projected capital improvements as a result of the decline in passenger
     traffic volume. There can be no assurance that any request on these grounds
     would be approved, or that we would make such a request.

-    Increase in concession fee under Mexican Federal Duties Law. An increase in
     duty payable by a concession holder under the Mexican Federal Duties Law
     entitles the concession holder to request an adjustment in its maximum
     rates. There can be no assurance that any request on these grounds would be
     approved.

-    Failure to make required investments or improvements. The Ministry of
     Communications and Transportation annually is required to review each
     concession holder's compliance with its master development plan (including
     the provision of services and the making of capital investments). If a
     concession holder fails to satisfy any of the investment commitments
     contained in its master development plan, the Ministry of Communications
     and Transportation is entitled to decrease the concession holder's maximum
     rates and assess penalties.

-    Excess revenues. In the event that revenues subject to price regulation per
     work load unit in any year exceed the applicable maximum rate, the maximum
     rate for the following year will be decreased to compensate airport users
     for overpayment in the previous year. Under these circumstances, the
     Ministry of Communications and Transportation is also entitled to assess
     penalties against the concession holder.

OWNERSHIP COMMITMENTS AND RESTRICTIONS

     The concessions require us to retain a 51% direct ownership interest in
each of our nine concession holders throughout the term of these concessions.
Any acquisition by us or one of our concession holders of any additional airport
concessions or of a beneficial interest of 30% or more of another concession
holder requires the consent of the Antitrust Commission. In addition, the
concessions prohibit us and our concession holders, collectively or
individually, from acquiring more than one concession for the operation of an
airport along each of Mexico's southern and northern borders.

     Air carriers are prohibited under the Mexican Airport Law from controlling
or beneficially owning 5% or more of the shares of a holder of an airport
concession. We, and each of our subsidiaries, are similarly restricted from
owning 5% or more of the shares of any air carrier.


                                       51

<PAGE>

     Foreign governments acting in a sovereign capacity are prohibited from
owning any direct or indirect equity interest in a holder of an airport
concession.

REPORTING, INFORMATION AND CONSENT REQUIREMENTS

     Concession holders and third parties providing services at airports are
required to provide the Ministry of Communications and Transportation access to
all airport facilities and information relating to an airport's construction,
operation, maintenance and development. Each concession holder is obligated to
maintain statistical records of operations and air traffic movements in its
airport and to provide the Ministry of Communications and Transportation with
any information that it may request. Each concession holder is also required to
publish its annual audited consolidated financial statements in a principal
Mexican newspaper within the first four months of each year.

     The Mexican Airport Law provides that any person or group directly or
indirectly acquiring control of a concession holder is required to obtain the
consent of the Ministry of Communications and Transportation to such control
acquisition. For purposes of this requirement, control is deemed to be acquired
in the following circumstances:

-    if a person acquires 35% or more of the shares of a concession holder,

-    if a person has the ability to control the outcome of meetings of the
     stockholders of a concession holder,

-    if a person has the ability to appoint a majority of the members of the
     board of directors of a concession holder, and

-    if a person by any other means acquires control of an airport.

     Under the regulations to the Mexican Airport Law, any company acquiring
control of a concession holder is deemed to be jointly and severally liable with
the concession holder for the performance of the terms and conditions of the
concession.

     The Ministry of Communications and Transportation is required to be
notified upon any change in a concession holder's chief executive officer, board
of directors or management. A concession holder is also required to notify the
Ministry of Communications and Transportation at least 90 days prior to the
adoption of any amendment to its bylaws concerning the dissolution, corporate
purpose, merger, transformation or spin-off of the concession holder.

PENALTIES AND TERMINATION AND REVOCATION OF CONCESSIONS AND CONCESSION ASSETS

     The Mexican Airport Law provides that sanctions of up to 400,000 times the
minimum daily wage in the Federal District (Mexico City) may be assessed for
failures to comply with the terms of a concession. On January 1, 2006, the daily
minimum wage in Mexico City was Ps. 48.67. As a result, the maximum penalty at
such date could have been Ps. 19.5 million (U.S.$1.8 million).


                                       52

<PAGE>

     Under the Mexican Airport Law and the terms of the concessions, a
concession may be terminated upon any of the following events:

-    expiration of its term,

-    surrender by the concession holder,

-    revocation of the concession by the Ministry of Communications and
     Transportation,

-    reversion of the Mexican government-owned assets that are the subject of
     the concession (principally real estate, improvements and other
     infrastructure),

-    inability to achieve the purpose of the concession, except in the event of
     force majeure, or

-    dissolution, liquidation or bankruptcy of the concession holder.

     The Mexican National Assets Law, published in the Diario Oficial de la
Federacion on May 20, 2004, among other items, establishes regulations relating
to concessions on real property held in the public domain, including the
airports that we operate. The Mexican National Assets Law requires
concessionaires of real property held in the public domain that are used for
administrative or other non-public purposes to pay a tax. In addition, the
Mexican National Assets Law establishes new grounds for revocation of
concessions for failure to pay this tax.

     Following a concession's termination, the concession holder remains liable
for the performance of its obligations during the term of the concession.

     Upon termination, whether as a result of expiration or revocation, the real
estate and fixtures that were the subject of the concession automatically revert
to the Mexican government. In addition, upon termination the Mexican federal
government has a preemptive right to acquire all other assets used by the
concession holder to provide services under the concession at prices determined
by expert appraisers appointed by the Ministry of Communications and
Transportation. Alternatively, the Mexican government may elect to lease these
assets for up to five years at fair market rates as determined by expert
appraisers appointed by the Mexican government and the concession holder. In the
event of a discrepancy between appraisals, a third expert appraiser must be
jointly appointed by the Mexican government and the concession holder. If the
concession holder does not appoint an expert appraiser, or if such appraiser
fails to determine a price, the determination of the appraiser appointed by the
Mexican government will be conclusive. If the Mexican government chooses to
lease the assets, it may thereafter purchase the assets at their fair market
value, as determined by an expert appraiser jointly appointed by the Mexican
government and the concession holder.

     The Mexican Communications Law, however, provides that upon expiration,
termination or revocation of a concession, all assets necessary to operate the
airports will revert to the Mexican government, at no cost, and free of any
liens or other encumbrances. There is substantial doubt as to whether the
provisions of our concessions would prevail over those of the Mexican
Communications Law. Accordingly, there can be no assurance that upon expiration
or termination of our concessions the assets used by our subsidiary concession
holders to provide


                                       53

<PAGE>

services at our airports will not revert to the Mexican government, free of
charge, together with government-owned assets and improvements permanently
attached thereto.

     A concession may be revoked by the Ministry of Communications and
Transportation under certain conditions, including:

-    the failure by a concession holder to begin operating, maintaining and
     developing an airport pursuant to the terms established in the concession,

-    the failure by a concession holder to maintain insurance as required under
     the Mexican Airport Law,

-    the assignment, encumbrance, transfer or sale of a concession, any of the
     rights thereunder or the assets underlying the concession in violation of
     the Mexican Airport Law,

-    any alteration of the nature or condition of an airport's facilities
     without the authorization of the Ministry of Communications and
     Transportation,

-    use, with a concession holder's consent or without the approval of air
     traffic control authorities, of an airport by any aircraft that does not
     comply with the requirements of the Mexican Civil Aviation Law, that has
     not been authorized by the Mexican air traffic control authority, or that
     is involved in the commission of a felony,

-    knowingly appointing a chief executive officer or board member of a
     concession holder that is not qualified to perform his functions under the
     law as a result of having violated criminal laws,

-    a violation of the safety regulations established in the Mexican Airport
     Law and other applicable laws,

-    a total or partial interruption of the operation of an airport or its
     airport or complementary services without justified cause,

-    the failure of ASUR to be the beneficial owner of at least 51% of the
     capital stock of its subsidiary concession holders,

-    the failure to maintain the airport's facilities,

-    the provision of unauthorized services,

-    the failure to indemnify a third party for damages caused by the provision
     of services by the concession holder or a third-party service provider,

-    charging prices higher than those registered with the Ministry of
     Communications and Transportation for regulated services or exceeding the
     applicable maximum rate,

-    any act or omission that impedes the ability of other service providers or
     authorities to carry out their functions within the airport, or


                                       54

<PAGE>

-    any other failure to comply with the Mexican Airport Law, its regulations
     and the terms of a concession.

     The Ministry of Communications and Transportation is entitled to revoke a
concession without prior notice as a result of the first six events described
above. In the case of other violations, a concession may be revoked as a result
of a violation only if sanctions have been imposed at least three times with
respect to the same violation.

     According to the Mexican National Assets Law, Mexico's national patrimony
consists of private and government-owned assets of the Federation. The surface
area of our airports and improvements on such space are considered
government-owned assets. A concession concerning government-owned assets may be
"rescued," or revert, to the Mexican government prior to the concession's
expiration, when considered necessary for the public interest. In exchange, the
Mexican government is required to pay compensation as determined by expert
appraisers. Following a declaration of "rescue," or reversion, the assets that
were subject to the concession are automatically returned to the Mexican
government.

     In the event of war, public disturbances or threats to national security,
the Mexican government may requisition any airport, airport and complementary
services as well as any other airport assets. Such government action may exist
only for the duration of the emergency. Except in the case of war, the Mexican
federal government is required to compensate all affected parties for any
damages or losses suffered as a result of such government action. If the Mexican
government and a concession holder cannot agree as to the appropriate amount of
damages or losses, the amount of damages shall be determined by experts jointly
appointed by both parties and the amount of losses shall be determined based on
the average net income of the concession holder during the previous year.

GRANTS OF NEW CONCESSIONS

     The Mexican government may grant new concessions to manage, operate,
develop and construct airports. Such concessions may be granted through a public
bidding process in which bidders must demonstrate their technical, legal,
managerial and financial capabilities. In addition, the government may grant
concessions without a public bidding process to the following entities:

     -    parties who hold permits to operate civil aerodromes and intend to
          transform the aerodrome into an airport so long as (i) the proposed
          change is consistent with the national airport development programs
          and policies, (ii) the civil aerodrome has been in continuous
          operation for the previous 5 years and (iii) the permit holder
          complies with all requirements of the concession,

     -    current concession holders when necessary to meet increased demand so
          long as (i) a new airport is necessary to increase existing capacity,
          (ii) the operation of both airports by a single concession holder is
          more efficient than other options, and (iii) the concession holder
          complies with all requirements of the concession,


                                       55

<PAGE>

     -    current concession holders when it is in the public interest for their
          airport to be relocated,

     -    entities in the federal public administration, and

     -    commercial entities in which local or municipal governments have a
          majority equity interest if the entities' corporate purpose is to
          manage, operate, develop and/or construct airports.

ENVIRONMENTAL MATTERS

     Our operations are subject to Mexican federal and state laws and
regulations relating to the protection of the environment. The principal
environmental laws include the General Law of Ecological Balance and
Environmental Protection, or the Ecological Law, which is administered by the
Federal Attorney's Office for the Protection of the Environment, the enforcement
arm of the Ministry of the Environment, Natural Resources and Fishing, and the
Law of National Waters and its regulations, which are administered by the
National Water Commission. Under the Ecological Law, regulations have been
promulgated concerning air pollution, environmental impact studies, noise
control and hazardous wastes. The Ecological Law also regulates vibrations,
thermal energy, soil pollution and visual pollution that result from
construction, although the Mexican government has not yet issued specific
enforcement standards on these issues. Pursuant to the Law of National Waters,
companies that discharge waste water must comply with maximum allowable
contaminant levels in order to preserve water quality. The Ecological Law also
provides that companies that contaminate the soil are responsible for clean-up.
Promulgated pursuant to the Ecological Law, Mexican Official Norms, which are
technical regulations issued by a competent regulatory authority, establish
standards relating to air emissions, discharges of pollution and waste water and
the handling of hazardous waste. Mexican Official Norms also regulate noise
pollution. The Federal Attorney's Office for the Protection of the Environment
can bring administrative, civil and criminal proceedings against companies that
violate environmental laws, and it also has the power to close non-complying
facilities. Every company in Mexico is required to provide the National
Institute of Ecology, the regulatory arm of the Ministry of the Environment,
Natural Resources and Fishing, with periodic reports regarding compliance with
the Ecological Law and the regulations thereunder.

     The level of environmental regulation in Mexico has increased in recent
years, and the enforcement of the law is becoming more stringent. We expect this
trend to continue and to be stimulated by international agreements between
Mexico and the United States. We do not expect that compliance with Mexican
environmental laws or Mexican state environmental laws will have a material
effect on our financial condition or results of operations. There can be no
assurance, however, that environmental regulations or the enforcement thereof
will not change in a manner that could have a material adverse effect on our
business, results of operations, prospects or financial condition.

     The Procuraduria Federal de Proteccion Ambiental (PROFEPA) has issued
"clean industry" certificates for all of our airports. These certificates
certify compliance with applicable Mexican environmental law regulations. We are
in compliance with the requirement to renew these certificates every two years.


                                       56

<PAGE>

                            ORGANIZATIONAL STRUCTURE

     The following table sets forth our consolidated subsidiaries as of December
31, 2005, including our direct and indirect ownership interest in each:

<TABLE>
<CAPTION>
SUBSIDIARY                                           OWNERSHIP INTEREST
----------                                           ------------------
<S>                                                  <C>
Aeropuerto de Cancun, S.A. de C.V.                         99.99%
Aeropuerto de Cozumel, S.A. de C.V.(1)                     99.99%
Aeropuerto de Merida, S.A. de C.V.                         99.99%
Aeropuerto de Huatulco, S.A. de C.V.(2)                    99.99%
Aeropuerto de Oaxaca, S.A. de C.V.                         99.99%
Aeropuerto de Veracruz, S.A. de C.V.(3)                    99.99%
Aeropuerto de Villahermosa, S.A. de C.V.                   99.99%
Aeropuerto de Tapachula, S.A. de C.V.(4)                   99.99%
Aeropuerto de Minatitlan, S.A. de C.V.(5)                  99.99%
Servicios Aeroportuarios del Sureste, S.A. de C.V.         99.99%
</TABLE>

(1)  As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 18.1% equity
     participation in this airport.

(2)  As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 24.2% equity
     participation in this airport.

(3)  As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 8.9% equity
     participation in this airport.

(4)  As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 29.9% equity
     participation in this airport.

(5)  As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 30.0% equity
     participation in this airport.

All of our subsidiaries are organized under the laws of Mexico.

                          PROPERTY, PLANT AND EQUIPMENT

     Pursuant to the Mexican General Law of National Assets, all real estate and
fixtures in our airports are owned by the Mexican nation. Each of our
concessions is scheduled to terminate in 2048, although each concession may be
extended one or more times for up to an aggregate of an additional fifty years.
The option to extend a concession is subject to our acceptance of any changes to
such concession that may be imposed by the Ministry of Communications and
Transportation and our compliance with the terms of our current concessions.
Upon expiration of our concessions, these assets automatically revert to the
Mexican nation, including improvements we may have made during the terms of the
concessions, free and clear of any liens and/or encumbrances, and we will be
required to indemnify the Mexican government for damages to these assets, except
for those caused by normal wear and tear.

     Our corporate headquarters are located in Mexico City, and total 742.64
square meters. We also rent two warehouses totaling 128 square meters located in
Mexico City for storage.


                                       57

<PAGE>

     We maintain comprehensive insurance coverage that covers the principal
assets of our airports and other property, subject to customary limits, against
damage due to natural disasters, accidents or similar events. We do not maintain
business interruption insurance.

     ITEM 4A. UNRESOLVED STAFF COMMENTS

     None.

     ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     The following discussion is derived from our financial statements, which
are included elsewhere in this annual report. This discussion does not include
all of the information included in these financial statements. You should read
these financial statements to gain a better understanding of our business and
our historical results of operations.

     Our financial statements have been prepared in accordance with Mexican
GAAP, which differ in certain respects from U.S. GAAP. See Note 16 to our
financial statements for a description of the principal differences between
Mexican GAAP and U.S. GAAP as they relate to us.

OVERVIEW

     We operate nine airports in the southeastern region of Mexico pursuant to
concessions granted by the Mexican government. The substantial majority of our
revenues are derived from providing aeronautical services, which generally are
related to the use of our airport facilities by airlines and passengers. For
example, in 2003, 2004 and 2005, approximately 78.8%, 75.0% and 70.6%,
respectively, of our total revenues derived from aeronautical services. Changes
in our revenues from aeronautical services are principally driven by the
passenger and cargo volume at our airports. Our revenues from aeronautical
services are also affected by the maximum rates we are allowed to charge under
the price regulation system established by the Ministry of Communications and
Transportation. The maximum rate system of price regulation that applies to our
aeronautical revenues is linked to the traffic volume (measured in workload
units) at each airport; thus, increases in passenger and cargo volume generally
permit greater revenues from aeronautical services.

     We also derive revenue from non-aeronautical activities, which principally
relate to the commercial, non-aeronautical activities carried out at our
airports such as the leasing of space to restaurants and retailers. Our revenues
from non-aeronautical activities are not subject to the system of price
regulation established by the Ministry of Communications and Transportation.
Thus, our non-aeronautical revenues are principally affected by the passenger
volume at our airports and the mix of commercial activities carried out at our
airports. While we believe aeronautical revenues will continue to represent a
substantial majority of our future total revenues, we anticipate that the future
growth of our revenues from commercial activities will exceed the growth rate of
our aeronautical revenues.


                                       58

<PAGE>

IMPACT OF HURRICANE WILMA

     Our results of operations in 2005 were substantially affected by the
extensive damage caused by Hurricane Wilma to hotel infrastructure in the
Cancun, Cozumel and Mayan Riviera regions in October 2005. In addition, the
charter terminal at the Cancun airport sustained substantial damage and has not
yet been repaired. Our passenger traffic decreased 33.1% during the fourth
quarter of 2005 as compared to the fourth quarter of 2004. Consequently, our
revenues and operating income for the fourth quarter of 2005 decreased 32.6% and
86.5%, respectively, relative to the same period in 2004. Cancun's Municipal
Tourism Authority estimated that as of December 1, 2005, 25.9% of the rooms
available in Cancun prior to the hurricane were in operation and that 40.0% of
such rooms were available as of December 31, 2005. The Trust for the Promotion
of Tourism in the Mayan Riviera estimated that 90.7% of available hotel rooms in
the Mayan Riviera were in operation at the end of December 2005.

PASSENGER TRAFFIC VOLUME AND COMPOSITION

     Our principal source of revenues is passenger charges, which are charges
collected from airlines for each passenger (other than diplomats, infants and
transfer and transit passengers) departing from the airport terminals that we
operate. In 2003, 2004 and 2005, passenger charges represented 77.2 %, 80.5% and
80.3% of our aeronautical services revenues and 60.8%, 60.3% and 56.7%,
respectively, of our consolidated revenues. As a result, the principal factor
affecting our results of operations is the number of passengers using our
airports.

     In recent years, the aggregate passenger traffic volume in our airports has
been divided between domestic and international passengers at fairly constant
levels. In 2003, 2004 and 2005, for example, approximately 58.5%, 61.6% and
60.7%, respectively, of the passengers using our airports were international and
the remaining were domestic. During 2003, 2004 and 2005, 39.7%, 42.1% and 38.1%
of our total revenues were derived from passenger charges collected from
international passengers.

     Of the international passengers traveling through our airports, a majority
historically has traveled on flights originating in or departing to the United
States. In 2003, 2004 and 2005, for example, approximately 40.4%, 42.7% and
41.9% of the total passengers and approximately 69.1%, 69.4% and 69.0%,
respectively, of the international passengers in our airports arrived or
departed on flights originating in or departing to the United States.
Accordingly, our results of operations are substantially influenced by U.S.
economic and other conditions, particularly trends and events affecting leisure
travel and consumer spending. In addition, of the domestic passengers traveling
through our airports, a majority has historically traveled on flights
originating in or departing to Mexico City. In 2003, 2004 and 2005, for example,
approximately 78.1%, 83.5% and 84.3%, respectively, of the domestic passengers
in our airports arrives or departed on flights originating in or departing to
Mexico City. Many factors affecting our passenger traffic volume and the mix of
passenger traffic in our airports are beyond our control.

CLASSIFICATION OF REVENUES AND PRICE REGULATION

     For financial reporting purposes, we classify our revenues into two
categories: revenues from aeronautical services and revenues from
non-aeronautical services. Our revenues from


                                       59

<PAGE>

aeronautical services are earned from passenger charges, landing charges,
aircraft parking charges, charges for airport security services and for the use
of passenger walkways. Our revenues from non-aeronautical services are earned
from the leasing of space in our airports to airlines, retailers and other
commercial tenants, access fees collected from third parties providing
complementary services at our airports and related miscellaneous sources.

     Revenues from our airports are subject to a "dual-till" price regulation
system. Under this system, a substantial portion of our revenues, such as
revenues from passenger charges, landing charges, aircraft parking charges and
access fees from third parties providing services at our airports, are
regulated. Based on our classification of our revenues for financial reporting
purposes, all of our revenues from aeronautical services and certain of our
revenues from non-aeronautical services are regulated by the Ministry of
Communications and Transportation. The system of price regulation applicable to
our airports establishes an annual maximum rate in pesos for each airport, which
is the maximum annual amount of revenues per work load unit (which is equal to
one passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that
airport from services subject to price regulation. The maximum rates for our
airports have been determined for each year through December 31, 2008. In 2003,
2004 and 2005, approximately 84.0%, 78.8% and 74.6%, respectively, of our total
revenues and approximately 24.8%, 15.2% and 13.6%, respectively, of our revenues
from non-aeronautical services were earned from regulated sources of revenues.
Revenues from our leasing of space in our terminals (other than space leased to
airlines and other space deemed essential to our airports by the Ministry of
Communications and Transportation) are currently not regulated under this price
regulation system.

     The following table sets forth our revenues for the years ended December
31, 2003, 2004 and 2005, based on the categories of services established under
the Mexican Airport Law.

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                       ---------------------------------------------------------------
                                               2003                  2004                  2005
                                       -------------------   -------------------   -------------------
                                                   (THOUSANDS OF PESOS, EXCEPT PERCENTAGES)
                                         AMOUNT    PERCENT     AMOUNT    PERCENT     AMOUNT    PERCENT
                                       ---------   -------   ---------   -------   ---------   -------
<S>                                    <C>         <C>       <C>         <C>       <C>         <C>
REGULATED REVENUES:
   Airport Services(1)..............   1,339,714     84.0%   1,608,462     78.8%   1,539,361    74.6%

NON-REGULATED REVENUES:
   Access fees from non-permanent
      ground transportation.........       5,582      0.4%       8,107      0.4%       7,446      0.4%
   Car parking and related access
      fees..........................      22,150      1.4%      26,592      1.3%      32,714      1.6%
   Other fees.......................       1,915      0.1%       3,244      0.1%       3,055      0.1%
   Complementary Services(1)........           0      0.0%           0      0.0%           0      0.0%
   Commercial Services..............     218,150     13.7%     381,714     18.7%     460,096     22.3%
   Other Services...................       6,667      0.4%      13,711      0.7%      21,136      1.0%
                                       ---------    -----    ---------    -----    ---------    -----
   TOTAL............................   1,594,178    100.0%   2,041,830    100.0%   2,063,808    100.0%
                                       =========    =====    =========    =====    =========    =====
</TABLE>

----------
(1)  Access fees charged to third parties providing complementary services in
     our airports are recorded under regulated airport services.


                                       60

<PAGE>

     Aeronautical Revenue

     The system of price regulation applicable to our aeronautical revenues
establishes a maximum rate in pesos for each airport for each year in a
five-year period, which is the maximum annual amount of revenue per workload
unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of
cargo) that we may earn at that airport from aeronautical services. See
"Regulatory Framework--Price Regulation" for a description of our maximum rates
and the rate setting procedures for future periods. The maximum rates for our
airports have been determined for each year through December 31, 2008.

     The following table sets forth our revenue from aeronautical services for
the years indicated.

                              AERONAUTICAL REVENUE

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                               ------------------------------------------------------------------
                                                       2003                   2004                   2005
                                               --------------------   --------------------   --------------------
                                                 AMOUNT     PERCENT     AMOUNT     PERCENT     AMOUNT     PERCENT
                                               ----------   -------   ----------   -------   ----------   -------
                                                 (millions of pesos, except percentages and workload unit data)
<S>                                            <C>          <C>       <C>          <C>       <C>          <C>
AERONAUTICAL REVENUE:
   Passenger charges........................        969.4     77.2%      1,231.7     80.5%      1,169.2     80.3%
   Landing charges..........................        108.6      8.6%        116.8      7.6%        116.7      8.0%
   Aircraft parking charges.................        136.3     10.9%        135.0      8.8%        125.7      8.6%
   Airport security charges.................         19.5      1.6%         22.7      1.5%         22.1      1.5%
   Passenger walkway charges................         22.1      1.8%         24.4      1.6%         22.9      1.6%
                                               ----------    -----    ----------    -----    ----------    -----
TOTAL AERONAUTICAL REVENUE..................   PS.1,255.9    100.0%   PS.1,530.6    100.0%   PS.1,456.6    100.0%
                                               ==========    =====    ==========    =====    ==========    =====
OTHER INFORMATION:
   Total workload units(1)..................         12.6                   14.3                   13.8
   Total aeronautical revenue per workload
      unit..................................         99.7                  107.0                  105.6
   Change in aeronautical revenue...........         11.0%                  21.9%                  (4.8%)
   Change in total aeronautical revenues
      per workload unit(2)..................         0.42%                   7.3%                  (1.3%)
</TABLE>

----------
(1)  In millions. Under the regulation applicable to our aeronautical revenues,
     a workload unit is equivalent to one terminal passenger or 100 kilograms
     (220 pounds) of cargo.

(2)  In each case, as compared to previous year.

     Under the regulatory system applicable to our aeronautical revenues, we can
set the specific price for each category of aeronautical services every six
months (or more frequently if accumulated inflation since the last adjustment
exceeds 5%), as long as the total aeronautical revenue per workload unit each
year at each of our airports does not exceed the maximum rate at that airport
for that year. The specific prices we charge for regulated services are
determined based on various factors, including projections of passenger traffic
volumes, capital expenditures estimated under our master development programs,
the Mexican producer price index (excluding petroleum) and the value of the peso
relative to the U.S. dollar. We currently set the specific price for each
category of aeronautical services after negotiating with our principal airline
customers. Our current agreements with our principal airline customers are
scheduled to expire on December 31, 2006. Under these agreements, our specific
prices are structured such that the substantial majority of our aeronautical
revenues are derived from passenger charges, and we expect this to continue to
be the case in any future agreements. In 2003, 2004 and 2005, passenger charges
represented 77.2 %, 80.5% and 80.3% of our aeronautical services revenues and
60.8%, 60.3% and 56.7%, respectively, of our consolidated revenues.


                                       61

<PAGE>

     Historically, we have set the prices we charge for regulated services at
each airport in order to come as close as possible to the maximum rates we are
allowed to charge for that airport in any given year, and we expect to continue
to pursue this pricing strategy in the future. In December 2004, the Ministry of
Communications and Transportation established new maximum rates applicable to
our airports for the period from January 1, 2004 through December 31, 2008 that
are higher than the maximum rates that were applicable to our airports for the
previous five-year period. There can be no assurance that we will be able to
collect virtually all of the revenue we are entitled to earn from services
subject to price regulation in the future. For a discussion of risks relating to
our ability to set specific prices, see "Risk Factors--Risks Related to Our
Operations."

     Our regulated revenues at each airport are subject to a maximum rate at
that airport which is established by the Ministry of Communications and
Transportation. To avoid exceeding the maximum rate established at an airport
for any given year, at year end we have historically taken measures to ensure
that the maximum rates are not exceeded, including reducing prices during the
latter part of the year and issuing rebates or discounts to customers as price
adjustments. These price adjustments or rebates constitute a reduction of the
selling prices (i.e., the amounts originally billed to the customers for
services rendered), and, therefore, are characterized as a reduction of the
related revenues recognized during the year, both for Mexican and U.S. GAAP
purposes. All discounts and rebates are issued and recorded in the same year as
the service is provided. In 2003, 2004 and 2005, we did not issue rebates in
significant amounts.

     The following table sets forth the number of passengers paying passenger
charges for the years indicated.

                       PASSENGERS PAYING PASSENGER CHARGES

<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31,
                             ---------------------------------------------------
                                                  % CHANGE              % CHANGE
          AIRPORT              2003      2004    2003-2004     2005    2004-2005
          -------            -------   -------   ---------   -------   ---------
                                      (in thousands, except percentages)
<S>                          <C>       <C>       <C>         <C>       <C>
Cancun....................   4,302.6   4,982.2     15.8%     4,615.3     (7.4%)
Merida....................     430.0     447.6      4.1%       485.6      4.5%
Cozumel...................     227.2     291.1     28.1%       243.7    (16.3%)
Villahermosa..............     307.7     341.9     11.1%       359.6      5.2%
Other.....................     789.3     862.1      9.2%       907.7      5.3%
                             -------   -------     ----      -------    -----
   TOTAL..................   6,056.8   6,924.9     14.3%     6,611.9     (4.5%)
                             =======   =======     ====      =======    =====
</TABLE>

     We earn passenger charges from each departing passenger at our airports,
other than transit passengers, diplomats and infants.


                                       62
<PAGE>

     Non-aeronautical Revenue

     Our revenues from non-aeronautical services are principally derived from
commercial activities, such as leasing of space in our airports to airlines,
leasing of space to, and collection of royalties from, third parties operating
stores and providing commercial services at our airports and access fees charged
to operators of automobile parking facilities and providers of complementary
services. None of our revenues from non-aeronautical services are subject to
price regulation under our dual-till price regulation system.

     Our revenues from non-aeronautical services increased from Ps. 338.3
million in 2003 to Ps. 607.2 million in 2005 as a result of increased
development of our commercial activities. During this period, our
non-aeronautical revenue per terminal passenger increased by approximately 65%,
from Ps. 27.7 in 2003 to Ps. 45.7 in 2005.

     The following table sets forth our revenue from non-aeronautical activities
for the years indicated.

                            NON-AERONAUTICAL REVENUE

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                             ------------------------------------------------------
                                                   2003               2004               2005
                                             ----------------   ----------------   ----------------
                                             AMOUNT   PERCENT   AMOUNT   PERCENT   AMOUNT   PERCENT
                                             ------   -------   ------   -------   ------   -------
                                                   (MILLIONS OF PESOS, EXCEPT PERCENTAGES AND
                                                                 PASSENGER DATA)
<S>                                          <C>      <C>       <C>      <C>       <C>      <C>
NON-AERONAUTICAL SERVICES:
   Commercial ............................    223.7     66.2%    391.2     76.6%    464.8     76.6%
      Leasing of space ...................    216.8     64.1%    378.9     74.1%    454.4     74.8%
      Access fee .........................      5.6      1.7%      9.5      1.9%      7.4      1.3%
      Other ..............................      1.3      0.4%      2.8      0.6%      3.0      0.6%
   Non Commercial ........................    114.6     33.8%    120.0     23.4%    142.4     23.4%
      Leasing of space ...................     63.5     18.7%     56.7     11.1%     57.0      9.3%
      Access fee .........................     42.5     12.6%     46.3      9.1%     58.5      9.7%
      Other ..............................      8.6      2.5%     17.0      3.2%     26.9      4.4%
                                              -----    -----     -----    -----     -----    -----
TOTAL NON-AERONAUTICAL REVENUE ...........    338.3    100.0%    511.2    100.0%    607.2    100.0%
                                              =====    =====     =====    =====     =====    =====

OTHER INFORMATION:
   Total terminal passengers(1) ..........     12.2               13.9               13.3
   Non-aeronautical revenue per
      terminal passenger .................     27.7               36.8               45.7
   Change in non-aeronautical
      revenue ............................     24.2%              51.1%              18.8%
   Change in total non-aeronautical
      revenue per terminal passenger(2) ..     12.1%              32.9%              24.2%
</TABLE>

----------
(1)  In millions.

(2)  In each case, as compared to previous year.


                                       63

<PAGE>

OPERATING COSTS

     The following table sets forth our operating costs and certain other
related information for the years indicated.

                                 OPERATING COSTS

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                        -------------------------------------------------------------
                                            2003               2004                     2005
                                        -----------   ----------------------   ----------------------
                                           AMOUNT        AMOUNT     % CHANGE      AMOUNT     % CHANGE
                                        -----------   -----------   --------   -----------   --------
                                                   (MILLIONS OF PESOS, EXCEPT PERCENTAGES)
<S>                                     <C>           <C>           <C>        <C>           <C>
OPERATING COSTS:
Cost of services:
  Employee costs ....................   Ps.   220.2   Ps.   221.8       0.7%   Ps.   234.7      5.8%
  Maintenance .......................          62.8          88.7      41.2%          97.7     10.1%
  Safety, security and insurance ....          68.9          69.5       0.9%          68.2     (1.8)
  Utilities .........................          52.6          52.2      (0.8%)         54.9      5.2%
   Other ............................         129.0         160.0      24.0%         205.2     28.3%
     Total cost of services .........         533.5         592.2      11.0%         660.7     11.6%
Technical assistance fees ...........          50.1          69.2      38.1%          66.4     (4.0%)
Government concession fees ..........          79.7         102.1      28.1%         103.2      1.1%
Depreciation and amortization:
   Depreciation(1) ..................         146.6         164.0      11.9%         170.3      3.8%
   Amortization(2) ..................         238.8         248.8       4.2%         263.8      6.0%
     Total depreciation and
     amortization ...................         385.4         412.8       7.1%         434.1      5.2%
                                        -----------   -----------     -----    -----------     ----
     TOTAL OPERATING COSTS ..........   PS. 1,048.7   PS. 1,176.3      12.2%   PS. 1,264.4      7.5%
                                        ===========   ===========     =====    ===========     ====
OTHER INFORMATION:
Total workload units(3) .............      12,628.7      14,352.7      13.7%      13,788.3     (3.9%)
Cost of services per workload unit ..   Ps.    42.3   Ps.    41.4      (2.1%)  Ps.    47.9     15.7%
Cost of services margin(4) ..........          33.5%         29.0%    (13.4)          32.0%    10.3%
</TABLE>

----------
(1)  Reflects depreciation of fixed assets.

(2)  Reflects amortization of our concessions and recovered long-term leases
     (long-term third-party leases granted by our predecessor to operate
     commercial areas in our airports).

(3)  In thousands. Under the regulation applicable to our aeronautical revenues,
     a workload unit is equivalent to one terminal passenger or 100 kilograms
     (220 pounds) of cargo.

(4)  Cost of services divided by total revenues, expressed as a percentage.

     Cost of Services

     Our cost of services consists primarily of employee costs, maintenance,
safety, security and insurance costs, utilities (a portion of which we recover
from our tenants) and other miscellaneous expenses. In recent years, our cost of
services per workload unit has increased, from Ps. 42.3 in 2003 to Ps. 47.9 in
2005.

     Technical Assistance Fee and Government Concession Fee

     Under the technical assistance agreement, ITA provides management and
consulting services and transfers technical assistance and technological and
industry knowledge and experience to us in exchange for a fee. This agreement is
more fully described in "Related Party Transactions."

     We are subject to the Mexican Federal Duties Law, which requires each of
our airports to pay a concession fee to the Mexican government, which is
currently equal to 5% of the gross


                                       64

<PAGE>

annual revenues of each concession holder obtained from the use of public domain
assets pursuant to the terms of its concession. The concession fee may vary on
an annual basis as determined solely by the Mexican federal congress, and there
can be no assurance that this fee may not increase in the future. If the Mexican
federal congress increases the concession fee, we are entitled to request an
increase in our maximum rates from the Ministry of Communications and
Transportation; however, there can be no assurance that the Ministry of
Communications and Transportation would honor our request.

     Depreciation and Amortization

     Our depreciation and amortization expenses reflect primarily the
amortization of our investment in our nine concessions. In addition, we
depreciate the value of certain fixed assets we acquire or build at our airports
pursuant to the investment requirements under our master development programs.

TAXATION

     Mexican companies are generally required to pay the greater of their income
tax liability or their asset tax liability (determined at a rate of 1.8% of the
average tax value of virtually all of their assets (including, in our case, our
concessions), less the average tax value of certain liabilities (basically
liabilities owed to Mexican residents excluding those with financial
institutions or their intermediaries)). If, in any year, the asset tax liability
exceeds the income tax liability, the asset tax payment for such excess may be
reduced by the amount by which the income tax exceeded the asset tax in the
three preceding years. In 2003, 2004 and 2005, we and our subsidiaries paid an
aggregate of Ps. 158.9 million, Ps. 161.4 million and Ps. 135.7 million,
respectively, in asset taxes.

     As a result of changes in the Mexican income tax law, the latest of which
became effective on January 1, 2005, the income tax rate was 30% in 2005 and is
scheduled to decrease to 29% for 2006 and 28% thereafter. As a result of this
change in tax rates, we reversed a portion of our net deferred income tax
liability and recorded Ps. 117.6 million as income in 2005. In addition, we
amortize our investment in our concessions for tax purposes at rates that range
from 6% to 10% per year, and this accelerated depreciation reduces our current
income tax payments. As permitted under Mexican tax law, for the 2005 tax year
we elected to increase the rate at which we depreciate our investment in
Aeropuerto de Cancun, S.A. de C.V. from 10% to 15% for tax purposes. Because we
are required under Mexican GAAP to amortize our investment in our concession
over a longer period for financial reporting purposes, we will continue to
record a deferred tax liability and provision in our financial statements with
respect to the difference between the amount of amortization for tax and
financial reporting purposes.

     We are subject to the mandatory employee statutory profit sharing regime
established under the Mexican federal labor law. Under this regime, 10% of each
unconsolidated company's annual profits (as calculated for tax purposes) must be
distributed among its employees (excluding the chief executive officer). We were
not required to pay employee statutory profit sharing in 2003, 2004 and 2005
because we generated tax losses in those years. On May 3, 2005, the Mexican
Supreme Court ruled in a plenary session relating to four cases that net
operating loss carryforwards could not be deducted when calculating net taxable
income for


                                       65

<PAGE>

profit sharing liability purposes. In light of these decisions, the Company's
management has decided not to include net operating loss carryforwards in the
calculation of its profit sharing liability.

     Our results of operations reflect the accrual of a technical assistance fee
to ITA under the technical assistance agreement. This fee is explained in Item
4, "Information on the Company--History and Development of the
Company--Investment by ITA."

EFFECTS OF DEVALUATION AND INFLATION

     The following table sets forth, for the periods presented:

-    the percentage that the Mexican peso depreciated or appreciated against the
     U.S. dollar,

-    the Mexican inflation rate,

-    the U.S. inflation rate, and

-    the percentage that Mexican gross domestic product, or GDP, changed as
     compared to the previous period.

<TABLE>
<CAPTION>
                                                          YEAR ENDED
                                                         DECEMBER 31,
                                                     -------------------
                                                     2003   2004    2005
                                                     ----   ----    ----
<S>                                                  <C>    <C>     <C>
Depreciation (appreciation) of the Mexican Peso as    7.6%  (0.7%)  (4.6%)
   compared to the U.S. dollar(1).................
Mexican inflation rate(2).........................    4.0%   5.2%    3.3%
U.S. inflation rate(3)............................    1.9%   3.3%    3.4%
Increase in Mexican gross domestic product(4).....    1.4%   4.2%    3.0%
</TABLE>

----------
(1)  Based on changes in the rates for calculating foreign exchange liabilities,
     as reported by Banco de Mexico, the Mexican Central Bank, at the end of
     each period, which were as follows: Ps. 11.2372 per U.S. dollar as of
     December 31, 2003, Ps. 11.1495 per U.S. dollar as of December 31, 2004 and
     Ps. 10.6344 per U.S. dollar as of January 2, 2006.

(2)  Based on changes in the Mexican consumer price index from the previous
     period, as reported by the Banco de Mexico. The Mexican consumer price
     index at year end was: 106.996 in 2003, 112.554 in 2004 and 116.3010 in
     2005.

(3)  As reported by the U.S. Department of Labor, Bureau of Statistics.

(4)  In real terms, as reported by the Mexican National Statistical, Geographic
     and Information Institute (INEGI) as of April 12, 2006.

     The general condition of the Mexican economy, changes in the value of the
peso as compared to the dollar, inflation and high interest rates have in the
past adversely affected, and may in the future adversely affect, our:

-    Depreciation and amortization expense. We restate our non-monetary foreign
     assets to give effect to inflation. The restatement of these assets in
     periods of high inflation increases the carrying value of these assets in
     pesos, which in turn increases the related depreciation expense and risk of
     impairments. The airport concessions are being amortized on a straight-line
     basis over the life of the concession and the rights acquired.

-    Passenger charges. Passenger charges for international passengers are
     currently denominated in dollars, while passenger charges for domestic
     passengers are denominated in pesos. Because Mexican GAAP requires Mexican
     companies to restate their results of operations in prior periods in
     constant pesos as of the most recent balance sheet date, when the rate of
     inflation in a period exceeds the depreciation of the peso as compared to
     the dollar


                                       66

<PAGE>

     for that period, the peso value of dollar-denominated or dollar-linked
     revenues in the prior period will be higher than those of the current
     period. This effect may occur despite the fact that the amount of such
     revenues in dollar terms may have been greater in the current period.

-    Comprehensive financing result (cost). As required by Mexican GAAP, our
     comprehensive financing cost reflects gains or losses from foreign
     exchange, gains or losses from monetary position and gains and losses from
     interest and, as a result, is impacted by both inflation and depreciation.

-    Maximum rates in pesos. Our tariffs for the services we provide to
     international flights or international passengers are denominated in U.S.
     dollars, but are generally paid in Mexican pesos based on the average
     exchange rate for the month prior to each flight. We generally collect
     passenger charges from airlines 60-115 days following the date of each
     flight. We intend to charge prices that are as close as possible to the
     maximum rates that we can charge. Because we generally are entitled to
     adjust our specific prices only once every six months (or earlier upon a
     cumulative increase of 5% in the Mexican producer price index (excluding
     petroleum)), a depreciation of the peso as compared to the dollar,
     particularly late in the year, could cause us to exceed the maximum rates
     at one or more of our airports that could lead to the termination of one of
     our concessions. In the event that any one of our concessions is
     terminated, our other concessions may also be terminated. In addition, if
     the peso appreciates compared to the dollar we may underestimate the
     specific prices we can charge for regulated services and be unable to
     adjust our prices upwards to maximize our regulated revenues.


                                       67

<PAGE>

OPERATING RESULTS BY AIRPORT

     The following table sets forth our results of operations for the periods
presented.

<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
                                  ------------------------------------
                                     2003         2004         2005
                                  ----------   ----------   ----------
                                        AIRPORT OPERATING RESULTS
                                  ------------------------------------
                                           (MILLIONS OF PESOS)
<S>                               <C>          <C>          <C>
CANCUN:
   Revenues:
   Aeronautical services ......   Ps.  932.0   Ps.1,156.6   Ps.1,057.0
   Non-aeronautical services ..        241.5        404.1        489.2
      Total revenues ..........      1,173.5      1,560.7      1,546.2
   Operating income ...........        518.0        823.0        749.8
MERIDA:
   Revenues:
   Aeronautical services ......         81.7         88.0         96.9
   Non-aeronautical services ..         29.9         33.1         35.1
      Total revenues ..........        111.6        121.1        132.0
   Operating income ...........         11.6         14.8         18.7
COZUMEL:
   Revenues:
   Aeronautical services ......         43.1         62.7         56.6
   Non-aeronautical services ..         15.3         18.8         17.7
      Total revenues ..........         58.4         81.5         74.3
   Operating (loss) income ....         (2.7)        14.9         11.3
VILLAHERMOSA:
   Revenues:
Aeronautical Services .........         55.3         62.2         68.0
Non Aeronautical Services .....         16.5         17.8         20.6
   Total revenues .............         71.8         80.0         88.6
Operating income ..............         17.6         20.5         25.9
OTHER:(1)
   Revenues:
   Aeronautical services ......        143.8        161.1        178.1
   Non-aeronautical services ..         35.1         37.4         44.6
      Total revenues ..........        178.9        198.5        222.7
   Operating (loss) income ....          1.0         (7.7)        (6.3)
TOTAL:
   Revenues:
   Aeronautical services ......      1,255.9      1,530.6      1,456.6
   Non-aeronautical services ..        338.3        511.2        607.2
      Total revenues ..........      1,594.2      2,041.8      2,063.8
   Operating income ...........        545.5        865.5        799.4
</TABLE>

----------
(1)  Reflects the results of operations of our parent holding company, our
     airports located in Veracruz, Minatitlan, Oaxaca, Huatulco and Tapachula
     and consolidation adjustments.


                                       68

<PAGE>

SUMMARY HISTORICAL RESULTS OF OPERATIONS

     The following table sets forth our consolidated results of operations for
the periods presented.

<TABLE>
<CAPTION>
                                                                CONSOLIDATED OPERATING RESULTS
                                                                    YEAR ENDED DECEMBER 31,
                                                         --------------------------------------------
                                                             2003            2004            2005
                                                         ------------   -------------   -------------
                                                                     (THOUSANDS OF PESOS)
<S>                                                      <C>            <C>             <C>
REVENUES:
Aeronautical services ................................   Ps 1,255,930   Ps. 1,530,620   Ps. 1,456,568
Non-aeronautical services ............................        338,248         511,210         607,240
   Total revenues ....................................      1,594,178       2,041,830       2,063,808
OPERATING EXPENSES:
   Cost of services ..................................       (401,886)       (482,920)       (536,375)
   General and administrative expenses ...............       (131,534)       (109,281)       (124,344)
   Technical assistance(1) ...........................        (50,136)        (69,187)        (66,430)
   Concession fee(2) .................................        (79,680)       (102,053)       (103,190)
   Depreciation and amortization .....................       (385,465)       (412,863)       (434,080)
      Total operating expenses .......................     (1,048,701)     (1,176,304)     (1,264,419)
   Operating income ..................................        545,477         865,526         799,389
COMPREHENSIVE FINANCING RESULT (COST):
   Interest income, net ..............................         57,920          46,961         102,533
   Exchange (losses) gains, net ......................          6,140          (7,186)        (16,132)
   Loss from monetary position .......................        (37,741)        (69,438)        (63,654)
      Net comprehensive financing (cost) income ......         26,319         (29,663)         22,747
   Income before taxes, employees' statutory profit
      sharing and extraordinary items ................        571,796         835,863         822,136
   Provision for income taxes and employees'
      statutory profit sharing .......................       (252,106)       (190,338)       (249,983)
   Extraordinary items ...............................        (19,478)        (18,304)         (8,964)
   Net income ........................................        300,212         627,221         563,189
OTHER OPERATING DATA (UNAUDITED):
   Operating margin(3) ...............................           34.2%           42.4%           38.7%
   Net margin(4) .....................................           18.8%           30.7%           27.3%
</TABLE>

----------
(1)  We are required to pay ITA a technical assistance fee based on the
     technical assistance agreement. This fee is described in "Item 4.
     Information on the Company--History and Development of the
     Company--Investment by ITA."

(2)  Each of our subsidiary concession holders is required to pay a concession
     fee to the Mexican government under the Mexican Federal Duties Law. The
     concession fee is currently 5% of each concession holder's gross annual
     revenues from the use of public domain assets pursuant to the terms of its
     concession.

(3)  Operating income divided by total revenues, expressed as a percentage.

(4)  Net income divided by total revenues, expressed as a percentage.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2004

REVENUES

     Total revenues for 2005 were Ps. 2,063.8 million, 1.1% higher than the Ps.
2,041.8 million recorded in 2004. The increase in total revenues resulted
primarily from an increase of 18.8% in revenues from non-aeronautical services.

     Our revenues from aeronautical services, net of rebates, decreased 4.8% to
Ps. 1,456.6 million in 2005 from Ps. 1,530.6 million in 2004, due primarily to
the 5.4% decrease in


                                       69

<PAGE>

international passengers attributable to the impacts of Hurricanes Wilma and
Emily on the passenger volumes of the Cancun and Cozumel airports during the
second half of the year. Revenues from passenger charges decreased 5.1% to Ps.
1,169.2 million in 2005 (80.3% of our aeronautical revenues during the period)
from Ps. 1,231.7 million in 2004 (80.5% of our aeronautical revenues during the
period).

     Revenues from non-aeronautical services increased 18.8% to Ps. 607.2
million in 2005 from Ps. 511.2 million in 2004, principally due to an increase
in commercial revenues. This increase was primarily the result of a 42.3%
increase in duty-free revenues, principally due to rent payments of Ps. 7.0
million in May and Ps. 32.5 million in August by Dufry Mexico for units occupied
in the Cancun airport, as mandated by a ruling of the International Court of
Arbitration in favor of ASUR, as well as payment of Ps. 9.9 million from
Aldeasa. The increase in revenues from non-aeronautical services also resulted
in part from an 18.6% increase in food and beverage revenues from our direct
commercial operations and a 23.6% increase in retail revenues derived from three
convenience stores we have operated directly since 2004 and 16 new convenience
stores at the Cancun, Cozumel, Villahermosa, Oaxaca and Minatitlan airports
operated by new commercial tenants. A 23.0% increase in revenues from parking
lots, particularly at Villahermosa airport, and a 9.5% rise in advertising
revenue, resulting from selling advertising space directly rather than through a
third party, also contributed to the increase in revenues from non-aeronautical
services. This increase was partially offset by a 19.8% decrease in revenues
from banking and currency exchange services and a 6.9% decline in revenues from
ground transportation.

     Our revenues from regulated sources in 2005 were Ps. 1,539.4 million, a
4.3% decrease compared to Ps. 1,608.5 million in 2004, mainly due to the decline
in total passenger traffic of 4.1%. During 2005, Ps. 524.4 million of our
revenues derived from non-regulated sources, a 21.0% increase from the Ps. 433.3
million of revenues derived from non-regulated sources in 2004. This increase
was primarily due to the 18.8% increase in commercial revenues described above.

OPERATING EXPENSES AND OPERATING INCOME

     Total operating expenses were Ps. 1,264.4 million in 2005, a 7.5% increase
from the Ps. 1,176.3 million recorded in 2004, primarily as a result of an 11.1%
increase in cost of services, a 13.8% increase in general and administrative
expenses and a 1.1% increase in concession fees. These sources of increased
costs were partially offset by a 4.0% decrease in technical assistance fees. As
a percentage of total revenues, operating expenses increased to 61.3% of total
revenues in 2005 from 57.6% of total revenues in 2004.

     Cost of services increased 11.1% to Ps. 536.4 million in 2005 from Ps.
482.9 million in 2004. The increase was principally due to costs related to our
direct operation of two restaurants, a snack bar and three convenience stores
previously operated by commercial tenants. This increase in costs of services
also resulted from higher maintenance expenses, an increase in salaries to
unionized employees effective October 2005 and expenses associated with the
evaluation of new projects.


                                       70
<PAGE>

     General and administrative expenses increased 13.8% to Ps. 124.3 million in
2005 from Ps. 109.3 million in 2004. This increase was primarily attributable to
an increase in fees paid to consultants during the period.

     Technical assistance fees decreased by 4.0% to Ps. 66.4 million in 2005
from Ps. 69.2 million in 2004, and concession fees increased by 1.1% to Ps.
103.2 million in 2005 from Ps. 102.1 million in 2004. The technical assistance
fees decreased in 2005 due to the corresponding decline in EBITDA during the
period. The increase in concession fees was primarily the result of increased
revenues.

     Depreciation and amortization costs increased by 5.1% to Ps. 434.1 million
in 2005 from Ps. 412.8 million in 2004. This increase was principally due to the
capitalization of investments in fixed assets and improvements made to
concession assets.

     Operating income decreased 7.6% to Ps. 799.4 million in 2005 from Ps. 865.5
million in 2004. This decline in operating income was primarily a result of the
fact that our 1.1% increase in revenues did not offset the increase in expenses
of 7.6%.

     Operating income for Cancun International Airport decreased by 8.9% to Ps.
749.8 million in 2005 from Ps. 823.0 million in 2004. Our eight other airports,
on an aggregate basis, reported operating income of Ps. 51.3 million in 2005
compared to operating income of Ps. 32.3 million in 2004. During 2005, revenues
and passenger traffic volume in those eight airports increased 11.2% and 3.4%,
respectively, from 2004. The increase in revenues resulted from the increase in
non-aeronautical revenues.

COMPREHENSIVE FINANCING RESULT

     Our net comprehensive financing result changed to an income of Ps. 22.7
million in 2005 as compared to an expense of Ps. 29.7 million in 2004, primarily
due to higher interest income in 2005 (reflecting our higher cash balances).

INCOME TAXES, EMPLOYEES' STATUTORY PROFIT SHARING AND ASSET TAX

     Our provision for income taxes, asset tax and employees' statutory profit
sharing (all of which represented deferred income and asset taxes and deferred
employees' statutory profit sharing) increased by 31.3% to Ps. 249.9 million in
2005 from Ps. 190.3 million in 2004, primarily due to a Ps. 117.6 million tax
benefit recognized in 2004 resulting from the reduction in income tax rate last
year as a result of amendments to the Income Tax Law.

NET INCOME

     Net income declined to Ps. 563.19 million in 2005 from Ps. 627.2 million in
2004, reflecting the decline in revenues resulting from the impact of Hurricanes
Emily and Wilma in July and October 2005.


                                       71

<PAGE>

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 COMPARED TO THE YEAR
ENDED DECEMBER 31, 2003

REVENUES

     Total revenues for 2004 were Ps. 2,041.8 million, 28.1% higher than the Ps.
1,594.2 million recorded in 2003. The increase in total revenues resulted
primarily from a 19.97% increase in international passenger traffic volume.

     Our revenues from aeronautical services, net of rebates, increased 21.9% to
Ps. 1,530.6 million in 2004 from Ps. 1,255.9 million in 2003, primarily as a
result of the 19.9% increase in international passengers. Revenues from
passenger charges increased 27.1% to Ps. 1,231.7 million in 2004 (80.5% of our
aeronautical revenues during the period) from Ps. 969.4 million in 2003 (77.2%
of our aeronautical revenues during the period).

     Revenues from non-aeronautical services increased 51.1% to Ps. 511.2
million in 2004 from Ps. 338.3 million in 2003, principally due to a 69.4%
increase in commercial revenues. The increase in commercial revenues was mainly
due to an increase in other access fees, which increased 93.9% to Ps. 343.8
million in 2004 (representing 67.2% of our non-aeronautical services during the
period) from Ps. 177.3 million in 2003. This increase was primarily the result
of growth in our international passenger traffic volume and duty-free revenues,
new commercial services in our airports (including new restaurants, stores and
bars) and revenues from our direct operation in 2004 of a restaurant, snack bar
and three convenience stores previously operated by concessionaires.

     Our revenues from regulated sources in 2004 were Ps. 1,608.4 million, a
20.1% increase compared to Ps. 1,339.7 million in 2003, mainly due to the
increase in revenue from passenger charges. During 2004, Ps. 433.3 million of
our revenues were from non-regulated sources, a 70.3% increase from the Ps.
254.5 million of revenues from non-regulated sources in 2003. This increase was
primarily due to the increase in commercial revenues.

OPERATING EXPENSES AND OPERATING INCOME

     Total operating expenses were Ps. 1,176.3 million in 2004, a 12.2% increase
from the Ps. 1,048.7 million recorded in 2003, primarily as a result of a 20.2%
increase in cost of services, a 38.0% increase in technical assistance fees and
a 28.1% increase in concession fees, all due primarily to the increase in
overall revenues. These sources of increased costs were partially offset by a
16.9% decrease in administrative expenses. As a percentage of total revenues,
operating expenses decreased to 12.5% of total revenues in 2004 from 65.8% of
total revenues in 2003.

     Cost of services increased 20.2% to Ps. 482.9 million in 2004 from Ps.
401.9 million in 2003. The increase was principally due to increases the costs
related to our direct commercial operation of a restaurant, a snack bar and
three convenience stores previously operated by a former concessionaire, and an
increase in maintenance and payroll expenses resulting from the relocation of
personnel from our corporate headquarters to the airport level, principally at
the Cancun airport, which shifted costs from general and administrative expenses
to costs of services.


                                       72

<PAGE>

     General and administrative expenses decreased 16.9% to Ps. 109.2 million in
2004 from Ps. 131.5 million in 2003. This decrease was primarily attributable to
the relocation of personnel to the airports as discussed above.

     Technical assistance fees increased by 38.0% to Ps. 69.2 million in 2004
from Ps. 50.1 million in 2003, and concession fees increased by 28.1% to Ps.
102.1 million in 2004 from Ps. 79.7 million in 2003. Technical assistance fees
increased in 2004 due to our improved operating results. The 28.1% increase in
concession fees was primarily the result of the increase in overall revenues.

     Depreciation and amortization costs increased by 7.1% to Ps. 412.9 million
in 2004 from Ps. 385.5 million in 2003. This increase was principally due to the
capitalization of investments in fixed assets, improvements made to concession
assets and capitalization of U.S.$7.0 million paid to concessionaires for
terminating leases of a restaurant, snack bar and three convenience stores
previously operated by a former concessionaire that we now directly operate.

     Operating income increased 58.7% to Ps. 865.5 million in 2004 from Ps.
545.5 million in 2003. This increase in operating income was primarily a result
of a 28.1% increase in total revenues.

     Operating income for Cancun International Airport increased by 58.9% to Ps.
823.0 million in 2004 from Ps. 518.0 million in 2003. Our eight other airports,
on an aggregate basis, reported operating income of Ps. 32.3 million in 2004
compared to operating losses of Ps. 2.6 million in 2003. During 2004, revenues
and passenger traffic volume in those eight airports increased 14.4% and 10.8%,
respectively, from 2003. The increase in revenues resulted from increased
passenger traffic at these airports. The differences in operating results
principally reflected differences in the maximum rates at each airport.

COMPREHENSIVE FINANCING RESULT

     Our net comprehensive financing result changed to an expense of Ps. 29.7
million in 2004 as compared to income of Ps. 26.3 million in 2003, primarily due
to a higher loss on monetary position in 2004 (reflecting our higher cash
balances) and lower net interest income (reflecting lower average interest rates
in 2004).

INCOME TAXES, EMPLOYEES' STATUTORY PROFIT SHARING AND ASSET TAX

     Our provision for income taxes and employees' statutory profit sharing (all
of which represented deferred income taxes and deferred employees' statutory
profit sharing) decreased by 24.5% to Ps. 190.3 million in 2004 from Ps. 252.1
million in 2003, primarily due to the Ps. 117.6 million tax benefit resulting
from the reduction in income tax rates discussed above.

NET INCOME

     Net income more than doubled from Ps. 300.2 million in 2003 to Ps. 627.2
million in 2004, due to increases in revenues and the cost control measures
discussed above.


                                       73

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Historically, our operations have been funded through cash flow from
operations. The cash flow generated from our operations has generally been used
to fund operating expenses and capital expenditures, and to increase our cash
balances. In addition, in 2005, 2004 and 2003 we used Ps. 192.2 million, Ps.
182.6 million and Ps. 169.5 million, respectively, for the payment of dividends.
At December 31, 2005, we had Ps. 1,533.6 million in cash and marketable
securities.

     In 2005, we generated Ps. 1,238.3 million in resources from operating
activities. Our resources used in financing activities were Ps. 274.6 million,
as a result of payment of dividends of Ps. 192.2 million and Ps. 82.4 million of
tax on dividends paid, partially offset by recovered income tax on dividends
paid in previous years. Our resources used in investing activities in 2005 were
Ps. 632.2 million for purchases of machinery, furniture and equipment
principally for the Cancun, Villahermosa and Merida airports.

     In 2004, we generated Ps. 1,160.2 million in resources from operating
activities. Our resources used in financing activities were Ps. 224.4 million,
reflecting payment of dividends of Ps. 182.6 million and Ps. 66.7 million of tax
on dividends paid, partially offset by recovered income tax on dividends paid in
previous years. Our resources used in investing activities in 2004 were Ps.
505.9 million for purchases of machinery, furniture and equipment principally
for the Cancun, Huatulco and Veracruz airports.

     In 2003, we generated Ps. 713.7 million in resources from operating
activities. Our resources used in financing activities were Ps. 139.5 million,
reflecting payment of dividends of Ps. 169.5 million and Ps. 87.3 million of tax
on dividends paid, partially offset by recovered income tax on dividends paid in
previous years. Our resources used in investing activities in 2003 were Ps.
363.5 million for purchases of machinery, furniture and equipment principally
for the Cancun, Huatulco and Veracruz airports and the termination fee paid to a
former concessionaire in the Cancun airport in connection with the early
termination of its lease agreement.

     Under the terms of our concessions, each of our subsidiary concession
holders is required to present a master development plan for approval by the
Ministry of Communications and Transportation every five years. Each master
development plan includes investment commitments (including capital expenditures
and improvements) of the concession holder for the succeeding five-year period.
Once approved by the Ministry of Communications and Transportation, these
commitments become binding obligations under the terms of our concessions. On
December 30, 2003, the Ministry of Communications and Transportation approved
each of our master development plans. The current terms of the master
development plans went into effect on January 1, 2004 and will be in effect
until December 31, 2008.

     The following table sets forth our committed investments for each airport
pursuant to the terms of our current master development plans for the periods
presented. There can be no assurance as to the level of committed investments we
will be required to undertake under future master development plans. Even though
we have committed to invest the amounts in the table, those amounts could be
lower or higher depending on the cost of each project.


                                       74

<PAGE>

                              COMMITTED INVESTMENTS

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                  -------------------------------------------------------------------------------
                     2004         2005         2006          2007          2008          TOTAL
                  ----------   ----------   ----------   ------------   ----------   ------------
                                              (THOUSANDS OF PESOS)(1)
<S>               <C>          <C>          <C>          <C>            <C>          <C>
Cancun(2) .....   Ps.299,724   Ps.386,739   Ps.758,611   Ps.  942,155   Ps. 74,535   Ps.2,461,764
Merida ........        8,377       50,832       15,694         18,305       15,347        108,555
Cozumel .......        8,412       18,388          773          6,027       33,822         67,422
Villahermosa ..       19,362       51,331       26,583         21,492        2,115        120,883
Oaxaca ........        5,204        5,294        3,197          4,641        5,937         24,273
Veracruz ......       18,974       22,253          907          2,039       14,473         58,646
Huatulco ......       14,927        5,301        5,817          9,103        3,876         39,024
Tapachula .....       14,982       21,556       13,954         12,626        1,364         64,482
Minatitlan ....       35,630       47,630        4,082          7,111       11,650        106,103
                  ----------   ----------   ----------   ------------   ----------   ------------
   TOTAL ......   PS.425,592   PS.609,324   PS.829,618   PS.1,023,499   PS.163,119   PS.3,051,152
                  ==========   ==========   ==========   ============   ==========   ============
</TABLE>

----------
(1)  Expressed in constant pesos with purchasing power as of December 31, 2005
     based on the Mexican construction price index in accordance with the terms
     of our master development plan.

(2)  The master development plan for Cancun airport was modified in the fourth
     quarter of 2005 to reflect our decision to build a new terminal rather than
     implement extensive expansion and remodeling of existing terminals, and to
     reflect an accelerated timetable for the construction of a second runway
     once the necessary land is received from the government.

     The following table sets forth our historical investments in the periods
indicated.

                              CAPITAL EXPENDITURES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,   (THOUSANDS OF PESOS)(1)
-----------------------   -----------------------
<S>                       <C>
2003 ..................          Ps.363,556
2004 ..................             425,683
2005 ..................             687,158
</TABLE>

----------
(1)  Expressed in constant pesos with purchasing power as of December 31, 2005.

     We expect to fund our operations and capital expenditures in the short-term
and long-term through cash flow from operations. We believe that our working
capital is sufficient to meet our requirements in connection with work we
currently intend to carry out in the near future. We may also incur indebtedness
from time to time.

     Mexican aviation authorities recently adopted International Civil Aviation
Organization guidelines requiring checked baggage on all international
commercial flights beginning in January 2006 to undergo a new comprehensive
screening process. As of January 2006, we implemented the new screening system
for all departing international flights, and we expect to be required to
implement the same system for domestic flights in the second half of 2006.
Although airlines, rather than holders of airport concessions, are responsible
for baggage screening under Mexican law, we are required to purchase, install
and operate the new screening equipment so the airlines can comply with the new
policy. This could expose us to liability relating to the purchase, installation
and operation of the equipment, if, among other possibilities, the new screening
procedures were to fail to detect or intercept any attempted terrorist act
occurring or originating at our airports.

     While we anticipate that the Mexican federal government will permit us to
offset the cost of acquiring any required new screening equipment through
increases in our maximum rates, we


                                       75

<PAGE>

cannot currently estimate the cost to us of compliance with the new screening
guidelines. We could be required to undertake significant capital expenditures
and ongoing expenses to comply with these requirements, which could restrict our
liquidity and adversely affect our operating results.

CRITICAL ACCOUNTING POLICIES

     The preparation of our financial statements requires us to make estimates
and assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements and the reported amounts of revenue and expenses generated during the
reporting period. There can be no assurance that actual results will not differ
from those estimates and assumptions. The impact and any associated risks
related to such policies on our business operations are addressed where such
policies affect our reported and expected financial results throughout our
discussion of our results of operations. Critical accounting policies are
defined as those that are both important to the portrayal of our financial
condition and results of operations and which require us to exercise significant
judgment. Our most critical accounting policies are described briefly below. For
a detailed discussion of the application of these and other accounting policies,
see Notes 2 and 16 of our financial statements.

Revenue Recognition

     Revenues are obtained from aeronautical services, which generally relate to
the use of airport infrastructure by air carriers and passengers, and from
non-aeronautical services.

     Aeronautical services revenues consist of a passenger charge for each
departing passenger (excluding diplomats, infants, and transfer and transit
passengers), a landing charge based on the average between aircraft's maximum
takeoff weight and the zero-fuel weight and hour of arrival, aircraft parking
charges based on the time an aircraft is on the ground and hour of arrival,
passenger walkway charges for the connection of aircraft to the terminal, based
on hour of arrival, and airport security charges for each departing passenger.
Aeronautical services revenue is recognized as passengers depart, at the time of
landings and as services are provided, as the case may be.

     Non-aeronautical services revenues consist primarily of the leasing of
space in the airport terminals, access fees received from third parties
providing handling, catering and other services at the airports and
miscellaneous other revenues.

     Rental income is recognized on terminal space that is leased through
operating leases. Such leases stipulate either (i) fixed monthly rental fees
(ii) fees based on the greater of a minimum monthly rental fee, a specified
percentage of the lessee's monthly revenues or the number of departing
passengers. Access fees and other services revenues are recognized as services
are provided. All amounts are calculated and recognized on a monthly basis.

     Under the Airport Law and its regulations, the Company's revenues are
classified as Airport Services, Complementary Services or Commercial Services.
Airport Services consist primarily of the use of runways, taxiways and aprons
for landings and departures, aircraft parking, the use of passenger walkways,
security services, hangars, automobile parking facilities as well as the general
use of terminal space and other infrastructure by aircraft, passengers and


                                       76

<PAGE>

cargo, including the lease of space essential for the operation of airlines and
complementary service providers. Complementary Services consist primarily of
ramp and handling services, catering, maintenance and repair and related
activities that provide support to air carriers. Revenues from access fees
charged to third parties providing complementary services are classified as
Airport Services. Commercial Services consist of services that are not
considered essential to the operation of an airport, such as the lease of space
to retailers, restaurants and banks.

Allowance for Doubtful Accounts

     We perform ongoing credit evaluations of our customers and adjust credit
limits based upon the customer's payment history and current creditworthiness.
We continuously monitor collections and payments from our customers and maintain
a provision for estimated credit losses based upon our historical experience and
any specific customer collection issues that we have identified. While such
credit losses have historically been within our expectations and the established
allowance we have created to provide for such losses, we cannot guarantee that
we will continue to experience the same credit loss rates that we have in the
past. Since our accounts receivable are concentrated in the hands of a few large
customers, a significant change in the liquidity or financial position of any
one of these customers could have a material adverse impact on the collection of
our accounts receivables and our future operating results.

Valuation of Rights to Use Airport Facilities and Airport Concessions

     We periodically review the carrying value of our rights to use airport
facilities and airport concessions. This review is based upon our projections of
anticipated discounted future cash flows over the life of the asset or our
concessions, as appropriate. Since our airport concessions expire in 2048,
significant management judgment is required in estimating these future cash
flows. While we believe that our estimates of future cash flows are reasonable,
different assumptions regarding such cash flows could materially affect our
evaluations including assumptions concerning passenger traffic, increases or
decreases in rates and inflation and operating costs. Further, in analyzing the
carrying value of our airport concessions, we compare the aggregate carrying
value of all nine of our airport concessions to the net cash flows derived from
all of the airports, as we are not permitted to dispose of or cease operating
any individual airport. The aggregate net cash flows from all of our airports
exceeds the carrying value of the airport concessions. Accordingly, because we
analyze our valuation estimates on an aggregate level, we have not recognized
any impairment loss in the carrying value of an individual airport concession
where the carrying value of the individual airport concession exceeds the net
cash flows of that airport.

Deferred Income Tax, Employees' Statutory Profit Sharing and Asset Tax

     Our income tax expense, employees' statutory profit sharing and asset tax
is comprised of current expenses and deferred expenses. Deferred income tax
represents future receivables or payables resulting from the temporary
differences generated from the differences in the accounting and tax treatment
of balance sheet items, such as our airport concessions, rights to use airport
facilities and from non-balance sheet items such as tax loss carry-forwards and
credits. Deferred employees' statutory profit sharing is calculated in a similar
manner. These temporary differences and tax loss carry-forwards and credits are
accounted for as deferred tax


                                       77

<PAGE>

assets or liabilities on our balance sheet. The corresponding difference between
the beginning and year-end balances of the recognized deferred tax assets and
liabilities is recorded in earnings. Asset tax is a minimum tax that is
calculated as 1.8% of the average tax value of virtually all of our assets less
the average tax value of certain liabilities. In 2005, we were subject to the
asset tax, which can be credited against future taxable income for a period of
ten years. A company may credit the asset tax against taxable income when it
generates taxable income. Deferred tax assets, deferred employees' statutory
profit sharing assets and recoverable asset tax are not subject to valuation
allowances if we estimate that there is a high probability that the assets will
be realized. We have analyzed each airport on an individual basis and have
recognized valuation allowances against deferred tax assets, deferred employees'
statutory profit sharing and recoverable asset tax for some of our airport
subsidiaries. We have not recognized valuation allowances against tax loss
carry-forwards generated by our other airport subsidiaries because each is taxed
on an individual basis and under current tax law these tax carry-forwards can be
carried forward through the term of the airport concessions or a period of ten
years. As our airport concessions expire in 2048, significant management
judgment concerning a number of factors, including the number of passengers we
anticipate in our airports, increases in rates and inflation; changes in the
discount rate and taxes is required in determining any valuation allowance.

Contingent Liabilities

     We are a party to a number of legal proceedings. Under generally accepted
accounting principles, liabilities are recognized in the financial statements
when a loss is both estimable and probable. If the loss is neither probable nor
estimable or if the likelihood of a loss is remote, no amounts are recognized in
the financial statements. Based on legal advice we have received from our
Mexican counsel and other information available to us, we have not recognized
any losses in the financial statements as a result of these proceedings.

Recently Issued Accounting Standards

     Certain accounting standards, which were issued by the Mexican Institute of
Public Accountants (IMCP), went into effect on January 1, 2006. Management
considers that the adoption of these standards will not have a significant
effect on its financial position or results of operations.

     As of June 1, 2004, the Mexican Council for the Investigation and
Development of Financial Reporting Standards (Consejo Mexicano para la
Investigacion y Desarrollo de Normas de Informacion Financiera or CINIF) assumed
responsibility for accounting policy in Mexico. As part of this responsibility,
and following a process of analysis during the years 2004 and 2005, the CINIF
issued a series of Financial Reporting Regulations (Normas de Informacion
Financiera or NIFs), which became effective as of January 1, 2006.

     The NIFs aim to standardize the local regulations used by the various
sectors of the Mexican economy and to bring convergence, to the extent possible,
with International Financial Reporting Standards (IFRS).


                                       78

<PAGE>

     The elements of the NIF structure that are compulsory as of January 1, 2006
are as follows:

     -    NIFs and NIF Interpretations issued by the CINIF;

     -    bulletins issued by the Accounting Principles Commission (Comision de
          Principios de Contabilidad or CPC) of the IMCP that have not been
          modified, superseded or eliminated by new NIFs; and

     -    applicable supplementary IFRSs.

     CPC circulars will continue to be recommendations and will continue to form
part of NIFs until they are rendered obsolete (that is, until they are
eliminated or are no longer applicable as they are covered by an NIF).

     The following NIFs are not expected to have any wide-reaching implications
for financial reporting:

     -    NIF A-1 "Structure of Financial Reporting Regulations"

     -    NIF A-2 "Basic Precepts"

     -    NIF A-3 "User Needs and Objectives of Financial Statements"

     -    NIF A-4 "Qualitative Characteristics of Financial Statements"

     -    NIF A-5 "Basic Elements of Financial Statements"

     -    NIF A-6 "Recognition and Assessment"

     -    NIF A-7 "Presentation and Disclosure"

     -    NIF A-8 "Supplementary Nature"

     -    NIF B-1 "Accounting Changes and Correction of Errors"

DIFFERENCES BETWEEN MEXICAN GAAP AND U.S. GAAP

     Our financial statements are prepared in accordance with Mexican GAAP,
which differs in certain respects from U.S. GAAP. See Note 16 to our financial
statements. Net income (loss) under U.S. GAAP was Ps. 292.9 million, Ps. 256.8
million and Ps. 451.9 for the years ended December 31, 2003, 2004 and 2005,
respectively.

     The principal differences between Mexican GAAP and U.S. GAAP as they relate
to us are deferred income taxes, employees' statutory profit sharing, tax on
dividends paid, the treatment of our investments in our concessions and the
rights to use airport facilities, the contract termination fee on leasehold
agreements and the treatment of ITA's options, which are accounted for as a
deferred technical assistance fee under U.S. GAAP. Each of these differences
affects both net income and stockholders' equity. See Note 16 to our financial
statements for a discussion of these differences and the effect on our results
of operation.

     In February 2006, the FASB issued Statement of Financial Accounting
Standards No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS
155). SFAS 155 permits fair value measurement for any hybrid financial
instrument that contains an embedded derivative that would otherwise require
bifurcation and separate accounting. An irrevocable election may


                                       79

<PAGE>

be made at inception to measure such a hybrid financial instrument at fair
value, with changes in fair value recognized through income. Such an election
needs to be supported by concurrent documentation. SFAS 155 is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted.
We are currently considering the impact that adoption will have on our
consolidated results and financial position.

OFF-BALANCE SHEET ARRANGEMENTS

We are not party to any off-balance sheet arrangements, nor have we been
involved in any such transactions in the past.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                             PAYMENTS DUE BY PERIOD (IN MILLIONS OF PESOS)
                                         -----------------------------------------------------
                                                                                         MORE
                                                    LESS THAN                           THAN 5
CONTRACTUAL OBLIGATIONS                    TOTAL      1 YEAR    1-3 YEARS   3-5 YEARS    YEARS
-----------------------                  --------   ---------   ---------   ---------   ------
<S>                                      <C>        <C>         <C>         <C>         <C>
Master Development Plan ..............   Ps.2,017     Ps.830     Ps.1,187     Ps.--       --
Purchase Obligations .................          1          1           --        --       --
Operating Lease Obligations ..........         10          2            7         1       --
Technical Assistance Agreement(1) ....         66         66           --        --       --
Capital (Finance) Lease Obligations ..         --         --           --        --       --
Long-Term Debt Obligations ...........         --         --           --        --       --
                                         --------     ------     --------     -----      ---
TOTAL ................................   PS.2,095     PS.899     PS.1,194     PS. 1       --
                                         ========     ======     ========     =====      ===
</TABLE>

(1)  Reflects fixed minimum amount due under the Technical Assistance Agreement.
     Actual amount to be paid in any year may be higher because technical
     assistance fees are calculated as the greater of a fixed dollar amount
     (subject to certain adjustments) and 5% of our annual consolidated earnings
     before comprehensive financing cost, income taxes and depreciation and
     amortization (determined in accordance with Mexican GAAP and calculated
     prior to deducting the technical assistance fee).

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

     Our board of directors is responsible for the management of our business.
Pursuant to our bylaws, the board of directors must consist of an uneven number
of directors determined at an ordinary general meeting of stockholders and is
required to have at least seven, but not more than eleven, members. Currently,
the board of directors consists of seven directors, each of whom is elected at
the annual stockholders' meeting for a term of one year or until a successor has
been appointed.

     Our bylaws provide that the holders of Series BB shares are entitled to
elect two members and their alternates to the board of directors. Our remaining
directors are elected by the holders of our Series B shares. Under our bylaws,
each stockholder or group of stockholders owning at least 10% of our capital
stock in the form of Series B shares is entitled to elect one member to the
board of directors for each 10% interest that it owns. The other directors to be
elected by the holders of our Series B shares are elected by majority vote of
all holders of Series B shares present at the stockholders' meeting (including
stockholders that individually or as part of a group elected a director as a
result of their 10% stake). On February 28, 2001 the stockholders voted to
eliminate alternate members of the board of directors with respect to those
directors elected by holders of Series B shares.


                                       80

<PAGE>

     The following table lists our directors as of the date of this annual
report, their title and date of appointment:

<TABLE>
<CAPTION>
NAME                                               TITLE                          DIRECTOR SINCE
----                                               -----                          --------------
<S>                           <C>                                               <C>
Kjeld Binger(1) ...........   Director (also interim Chief Executive Officer)    March 19, 1999
Fernando Chico Pardo(2) ...   Director and Chairman                              April 28, 2005
Ricardo Guajardo Touche ...   Director                                          February 28, 2001
Francisco Garza Zambrano ..   Director                                          February 28, 2001
George J. Vojta ...........   Director                                           April 28, 2003
Valentin Diez Morodo ......   Director                                           April 28, 2005
Alejandro Soberon Kuri ....   Director                                           April 27, 2006
</TABLE>

----------
(1)  Elected by ITA as holder of Series BB shares, with Michael Olsen as
     Alternate.

(2)  Elected by ITA as holder of Series BB shares, with Luis Chico Pardo as
     Alternate.

KJELD BINGER. Mr. Binger is our interim Chief Executive Officer. He is also a
member of our board of directors and served as Chairman of our board in the
period from March 2001 to April 2005. He has been an Executive Vice-President of
Copenhagen Airports A/S since 1996. Previously, Mr. Binger was Director of
Planning and Projects of Copenhagen Airports A/S, Vice-President of project
development of Hojgaard & Schultz A/S and Project Director of Hoffman & Sonner
A/S. Currently, Mr. Binger is the Chairman of the board of directors of
Copenhagen Airport Real Estate Company A/S, a member of the board of directors
of Newcastle International Airport Ltd. and Hainan Meilan Airport Company Ltd.,
President & CEO of Copenhagen Airports International A/S, and a member of the
executive board and the strategic management committee of Copenhagen Airports
A/S. Mr. Binger has been involved in several international projects regarding
the privatization of airports. Mr. Binger was appointed Chairman of the board of
directors of ITA in 2005. He is 51 years old. Mr. Binger was appointed by ITA.

FERNANDO CHICO PARDO. Mr. Chico Pardo is a member of our board of directors and
Chairman of the Board since April 28, 2005. He is the founder and President of
Promecap, S.C. since 1997. Previously, Mr. Chico Pardo was the Partner and Chief
Executive Officer of Grupo Financiero Inbursa, S.A. de C.V., Partner and Chief
Executive Officer of Acciones y Inversora Bursatil, S.A. de C.V. Casa de Bolsa,
founder and Chairman of Acciones y Asesoria Bursatil, S.A. de C.V. Casa de
Bolsa, Director of Metals Procurement at Salomon Brothers (New York) and the
Latin America Representative for Mocatta Metals Corporation and the Mexico
Representative for Standard Chartered Bank (London). Mr. Chico Pardo has been a
member of the board of directors of Grupo Financiero Inbursa, Condumex Grupo
Carso, Sanborns Sears Roebuck de Mexico and Grupo Posadas. He is 54 years old.
Mr. Chico Pardo was appointed by ITA.

RICARDO GUAJARDO TOUCHE. Mr. Guajardo is a member of our board of directors. He
was President of Grupo Financiero BBVA Bancomer, S.A. from 2000 to 2004, a
President and General Director of Grupo Financiero BBVA Bancomer, S.A. from 1991
to 2000 and General Director of Grupo Vamsa since 1989. He is presently a member
of the board of directors of Grupo Bimbo and Almacenes Coppel, and has served on
the board of directors of Instituto Tecnologico y de Estudios Superiores de
Monterrey (ITESM), Fomento Economico Mexicano


                                       81

<PAGE>

(FEMSA), Grupo Valores de Monterrey (VAMSA), Transportacion Maritima Mexicana
(TMM), Alfa and El Puerto de Liverpool. He is 58 years old. Mr. Guajardo is an
independent director.

FRANCISCO GARZA ZAMBRANO. Mr. Garza is a member of our board of directors and he
has served as President of Cementos Mexicanos of Norteamerica y Trading (his
current position), as President of Cementos Mexicanos Mexico, as President of
Cementos Mexicanos Panama, as President of Cementos Mexicanos Venezuela and as
President of Cementos Mexicanos E.U.A. He was formerly on the board of directors
of Control Administrativo Mexicano S.A. de C.V., Vitro Plano, S.A. de C.V.,
Universidad de Monterrey, Camara Nacional del Cemento (CANACEM), Club
Industrial, A.C. and Fundacion Mexicana para la Salud. He is 51 years old. Mr.
Garza is an independent director.

GEORGE VOJTA. Mr. Vojta is a member of our board of directors and has been
President and Director of the Financial Services Forum since 1999. Previously,
Mr. Vojta was Vice Chairman of the Board of Bankers Trust, President of Deak &
Company, Chief Financial Officer of Phibro-Salomon, Inc. and Deputy Vice
Chairman of Citigroup. Mr. Vojta is currently Chief Executive Officer of the
Westchester Group LLC, Chairman of Wharton Financial Institutions Center and the
Yale Center for Corporate Governance and Performance. He is 70 years old. Mr.
Vojta is an independent director.

ALEJANDRO SOBERON KURI. Mr. Soberon is the founder of Corporacion Interamericana
de Entretenimiento, S.A. de C.V., or "CIE", and has been Chairman of the Board
and Executive President of the group since it was established in 1990. Prior to
the foundation of CIE, Mr. Soberon produced films for more than 10 years through
a series of Mexican companies where he was a founding stockholder. Mr. Soberon
was a member of the Board of Directors of Telefonos de Mexico, S.A. de C.V., or
Telmex, and is currently a member of the Board of Directors of America Movil,
S.A. de C.V., a company that was spun off from Telmex in September 2000.
Additionally, he is a board member of the Mexican Stock Exchange, and a member
of the Board of Directors of Banco Nacional de Mexico, S.A. de C.V. Mr. Soberon
received a Bachelor's Degree in Business Administration from the Universidad
Iberoamericana. He is 46 years old. Mr. Soberon is an independent director.

VALENTIN DIEZ MORODO. Mr. Diez is a member of our board of directors and
currently serves as Chairman of the Board of the Mexican Business Council for
Foreign Trade, Investment and Technology (COMCE). He is also the President of
the Mexico-Spain Bilateral Business Committee at COMCE. In addition, Mr. Diez
serves on the board of Grupo Financiero Banamex, S.A. de C.V., International
Advisory Board of Citigroup, Inc., Acciones y Valores Banamex, S.A. de C.V.,
Kimberly Clark Mexico, S.A. de C.V., Grupo ALFA, S.A. de C.V., DESC, S.A. de
C.V., Grupo Mexico, S.A. de C.V., Grupo Modelo, S.A. de C.V., Grupo MVS
Multivision, Avantel, S.A., Zara Mexico, S.A. de C.V., International Advisory
Board of Instituto de Empresa, Madrid and Banco Nacional de Comercio Enterior
(Banamex). Previously, Mr. Diez served as Vice President and General Director of
Sales and Exports of Grupo Modelo, S.A. de C.V. He is 66 years old. Mr. Diez is
an independent director.


                                       82
<PAGE>

SENIOR MANAGEMENT

     Pursuant to our bylaws, the holders of Series BB shares are entitled to
present the board of directors the name or names of the candidates for
appointment as chief executive officer, to remove our chief executive officer
and to appoint and remove one half of the executive officers. Currently, four
executive officers report directly to the chief executive officer, one of whom
was appointed by ITA as holder of the BB shares.

     Since 2003, the duties of Director of Operations have been divided into two
positions. Currently, Hector Navarrete Munoz is serving in the role of Regional
Director of Operations and Gabriel Gurmendez Armand-Ugon is serving in the role
of Director of Cancun Airport.

     The following table lists our executive officers, their current position
and their year of appointment as an executive officer:

<TABLE>
<CAPTION>
                                             PRINCIPAL               EXECUTIVE
NAME                                        OCCUPATION             OFFICER SINCE
----                                        ----------             -------------
<S>                                 <C>                          <C>
Kjeld Binger*....................   Director General             June 2, 2003
                                    (interim chief executive
                                    officer)

Adolfo Castro Rivas*.............   Director of Finance          January 24, 2000
                                    (chief financial officer)

Gabriel Gurmendez Armand-Ugon....   Director of Cancun Airport   November 20, 2004

Hector Navarrete Munoz...........   Regional Director of         January 15, 2003
                                    Operations

Claudio Gongora Morales..........   General Counsel              April 19, 1999

Manuel Gutierrez Sola............   Chief Commercial Officer     August 7, 2003
</TABLE>

----------
*    Appointed by ITA, as holder of Series BB shares.

KJELD BINGER. Mr. Binger is our interim Chief Executive Officer. He is also a
member of our board of directors and served as Chairman of our board in the
period from March 2001 to April 2005. He has been an Executive Vice-President of
Copenhagen Airports A/S since 1996. Previously, Mr. Binger was Director of
Planning and Projects of Copenhagen Airports A/S, Vice-President of project
development of Hojgaard & Schultz A/S and Project Director of Hoffman & Sonner
A/S. Currently, Mr. Binger is the Chairman of the board of directors of
Copenhagen Airport Real Estate Company A/S, a member of the board of directors
of Newcastle International Airport Ltd. and Hainan Meilan Airport Company Ltd.,
President & CEO of Copenhagen Airports International A/S, and a member of the
executive board and the strategic management committee of Copenhagen Airports
A/S. Mr. Binger has been involved in several international projects regarding
the privatization of airports. Mr. Binger was appointed Chairman of the board of
directors of ITA in 2005. He is 51 years old.


                                       83

<PAGE>

ADOLFO CASTRO RIVAS. Mr. Castro has been our Director of Finance since January
2000. Prior to joining ASUR, Mr. Castro was Director of Finance and
Administration of Ferrocarril del Sureste S.A. de C.V. Mr. Castro was also Chief
Financial Officer of Netcapital, S.A. de C.V., Director of Finance of Grupo
Mexicano de Desarrollo, S.A. de C.V., Finance Manager of Grupo ICA S.A. and an
auditor and consultant with Coopers & Lybrand. He is 42 years old.

GABRIEL GURMENDEZ ARMAND-UGON. Mr. Gurmendez has been the Director of Cancun
International Airport since November 2004. Previously, Mr. Gurmendez was the
Minister of Transportation and Public Works and the President and Director of
ANTEL, the national telecommunications company of Uruguay. Mr. Gurmendez has
served as the General Manager of Consorcio Aeropuertos Internacionales S.A., the
private concessionaire of the International Airport of Punta del Este, Uruguay.
He also acted as interim President of Uruguay's national oil company, ANCAP, the
national railway, AFE, and the national waterworks company, OSE. He is 44 years
old.

HECTOR NAVARRETE MUNOZ. Mr. Navarrete is the Regional Director of Airports.
Previously, Mr. Navarrete was the Administrator of the Merida International
Airport, Director of the Board of Culture and Tourism of the State of Yucatan
and Coordinator of the Mayan Cultural Project in San Antonio, Texas. He is 49
years old.

CLAUDIO GONGORA MORALES. Mr. Gongora has been General Counsel since April 25,
2001. Previously, he was Sub-Director of ASUR (starting on April 19, 1999). Mr.
Gongora also served as Legal Director of Azufrera Panamericana, S.A. de C.V.,
alternating as Legal Advisor for Compania Exploradora del Istmo, S.A. de C.V. He
has been Legal Sub-Director of Comision de Fomento Minero, Legal Chief
Consultant for Grafito de Mexico, S.A. de C.V., Terrenos para Industrias, S.A.
de C.V., Terrenos de Jaltipan, S.A. de C.V., Macocozac, S.,A. de C.V., Pasco
Terminals, Inc. and Pasco International, Ltd. He is 54 years old.

MANUEL GUTIERREZ SOLA. Mr. Gutierrez has been our Chief Commercial Officer since
August 7, 2003. Previously, since October 31, 2002, Mr. Gutierrez was our Acting
Chief Commercial Officer, in charge of the negotiations of the commercial
contracts for our airports and the implementation of the second stage of the
company's commercial strategy. Before that, he was our Concessions Manager since
December 2000. Prior to joining ASUR, Mr. Gutierrez was Chief Operations Officer
of G. Accion S.A. de C.V. and Machinery and Equipment Manager of Gutsa
Construcciones, S.A. de C.V. He is 43 years old.

SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT

     With the exception of Fernando Chico Pardo (see "Item 7. Major Shareholders
and Related Party Transactions--Major Shareholders") and Manuel Gutierrez Sola
(less than one percent of the Series B shares), directors and senior management
do not own shares of ASUR. There are no compensation arrangements under which
employees may acquire capital of ASUR.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

     Directors received Ps. 6.1 million in aggregate compensation for the year
ended December 31, 2005. We paid an aggregate amount of approximately Ps. 14.8
million for the


                                       84

<PAGE>

services of our executive officers, which includes payments to Copenhagen
Airports A/S for the services of Kjeld Binger as our chief executive officer.

     No amount has been set aside by ASUR or its subsidiaries for pension,
retirement or similar benefits.

COMMITTEES

     Our bylaws provide for four committees to assist the board of directors
with the management of our business: an Operating Committee, an Audit Committee,
an Acquisitions and Contracts Committee and a Nominations and Compensation
Committee.

     The Operating Committee, which is composed of four members, is responsible
for proposing and approving certain plans and policies relating to our business,
investments and administration, including approval of the master development
plans of our subsidiary concession holders, our dividend policy and investments
of less than U.S.$2 million that are not provided for in our annual budget. The
board of directors appoints all the members of the Operating Committee. Board
members elected by the holders of Series BB shares have the right to appoint two
of the committee members and to appoint the chairman, who has a deciding vote in
case of a tie. The consent of the Series BB directors is also required to select
the members of the Operating Committee that are not members of our board or
officers of our company. The current members of the Operating Committee are
Fernando Chico Pardo, Michael Olsen, Francisco Garza Zambrano and Kjeld Binger,
who is the chairman of the Operating Committee. A secretary has also been
appointed who is not a member of the committee.

     The Audit Committee must be composed of at least three members, and is
responsible for supervising the management and conduct of our business, as well
as monitoring the activities of our board of directors, our officers and the
officers of our subsidiaries for compliance with the bylaws and applicable law.
With respect to financial reporting and auditing matters, the Audit Committee
has oversight of our internal auditing and controls system, as well as the
performance of our external auditors. The Audit Committee is also responsible
for monitoring transactions with affiliates, including ITA and its stockholders.
Our bylaws provide that the board of directors shall determine the number of
members of the Audit Committee, which is required to comprise solely independent
directors. All members of the Audit Committee must meet the applicable
independence criteria set forth under the Sarbanes-Oxley Act of 2002 and the
rules issued thereunder by the U.S. Securities and Exchange Commission. The
president of the Audit Committee is elected by a vote at the shareholders
meeting, as is a secretary, who is not required to be a committee member. The
committee also appoints among its members a special delegate who may not be a
person appointed by the holders of Series BB shares nor be related to the
committee members. The special delegate is charged with ensuring that ITA
complies with its obligations under the technical assistance agreement it has
with us. The current members of the Audit Committee are Ricardo Guajardo Touche,
Francisco Garza Zambrano and George Vojta (who serves as our Audit Committee
financial expert). A secretary has also been appointed who is not a member of
the committee.

     The Acquisitions and Contracts Committee, composed of three members, is
responsible for ensuring compliance with our procurement policies set forth in
our bylaws. Among other


                                       85

<PAGE>

things, these policies require that the Acquisitions and Contracts Committee
approve any transaction or series of related transactions between us and a third
party involving consideration in excess of U.S.$400,000 and that any contract
between us, on the one hand, and ITA or any of its related persons, on the other
hand, be awarded pursuant to a bidding process involving at least three other
bidders. Our bylaws provide that a stockholders' meeting will determine the
number (which must be an odd number) of members of the Acquisitions and
Contracts Committee, which is required to be composed primarily of members of
the board of directors. The members of the board of directors elected by the
holders of Series BB shares are entitled to appoint one member to the committee.
The current members of the Acquisitions and Contracts Committee are Fernando
Chico Pardo and Kjeld Binger. One position on the Acquisitions and Contracts
Committee remains open. A secretary has also been appointed who is not a member
of the committee.

     The Nominations and Compensation Committee was formed on October 12, 1999.
The duties of the committee include the proposal to the general shareholders'
meeting of candidates for election to the board of directors and proposal to the
board of directors of candidates for appointment as executive officers, as well
as proposals to the general shareholders' meeting regarding the removal and
compensation of directors and officers. Our bylaws provide that a stockholders'
meeting will determine the number (which must be an odd number) of members of
the committee. The holders of the Series B and Series BB shares, acting as a
class, are each entitled to name one member of the Nominations and Compensation
Committee. The remaining members of the committee are to be named by these two
initial members. Members of the committee each have a term of one year. At each
annual stockholders' meeting after a public offering of our shares, the
Nominations and Compensation Committee is required to present a list of at least
seven candidates for election as directors for the vote of the Series B
stockholders. At an ordinary stockholders' meeting held February 28, 2001, our
stockholders resolved that the Nominations and Compensation Committee be
comprised of three members. The current members of the Nominations and
Compensation Committee are Kjeld Binger and Fernando Chico Pardo; one position
remains open. A secretary has also been appointed who is not a member of the
committee.

NYSE CORPORATE GOVERNANCE COMPARISON

     Pursuant to Section 303A.11 of the Listed Company Manual of the New York
Stock Exchange, we are required to provide a summary of the significant ways in
which our corporate governance practices differ from those required for U.S.
companies under the NYSE listing standards. We are a Mexican corporation with
shares listed on the Mexican Stock Exchange. Our corporate governance practices
are governed by our bylaws, the Securities Market Law and the regulations issued
by the Mexican National Banking and Securities Commission. We also generally
comply on a voluntary basis with the Mexican Code of Best Corporate Practices
(Codigo de Mejores Practicas Corporativas) as indicated below, which was created
in January 2001 by a group of Mexican business leaders and was endorsed by the
Mexican Banking and Securities Commission. On an annual basis, we file a report
with the Mexican Banking and Securities Commission and the Mexican Stock
Exchange regarding our compliance with the Mexican Code of Best Corporate
Practices.

     On December 30, 2005, a new Mexican Securities Market Law was published in
the


                                       86

<PAGE>

Diario Oficial de la Federacion, which became effective on June 28, 2006.

     The table below discloses the significant differences between our corporate
governance practices and the NYSE standards.

<TABLE>
<CAPTION>
                 NYSE STANDARDS                            OUR CORPORATE GOVERNANCE PRACTICE
                 --------------                            ---------------------------------
<S>                                               <C>
DIRECTOR INDEPENDENCE. Majority of board of       Pursuant to the Mexican Securities Market Law, we
directors must be independent. Section 303A.01    are required to have a board of directors composed
                                                  of a maximum of 21 members, 25% of whom must be
                                                  independent. Stockholders are required to make a
                                                  determination as to the independence of our
                                                  directors. Our by-laws provide that our Board of
                                                  Directors may be composed of between seven to 11
                                                  members. Currently, our board has seven members,
                                                  of which five are independent under the Mexican
                                                  Securities Market Law and the Sarbanes-Oxley Act
                                                  of 2002.

                                                  The definition of independence applicable to us
                                                  pursuant to the Mexican Securities Market Law
                                                  differs in certain respects from the definition
                                                  applicable to U.S. issuers under the NYSE rules.
                                                  Generally, under the Mexican Securities Market
                                                  Law, a director is not independent if such
                                                  director is an employee or officer of the company
                                                  or a shareholder that has influence over the
                                                  company. In addition, if there exist certain
                                                  relationships between a company and a director,
                                                  entities with which the director is associated or
                                                  family members of the director, the director will
                                                  not qualify as independent.

EXECUTIVE SESSIONS.  Non-management directors     Our non-management and independent directors are
must meet regularly in executive sessions         not required to meet in executive sessions and
without management. Independent directors         generally do not do so. Executive sessions are not
should meet alone in an executive session at      expressly recommended by the Mexican Code of Best
least once a year. Section 303A.03                Corporate Practices.

                                                  None of our members of management are members of
                                                  our Board of Directors nor our other committees,
                                                  except for our interim CEO, who is a member of the
                                                  Board of Directors, the Operating Committee, the
                                                  Acquisitions and Contracts Committee and the
                                                  Nominations and Compensation Committee.

AUDIT COMMITTEE. Audit committee satisfying the   We are in compliance with the independence
independence and other requirements of            requirements of Rule 10A-3, but the members
</TABLE>


                                       87

<PAGE>

<TABLE>
<CAPTION>
                 NYSE STANDARDS                            OUR CORPORATE GOVERNANCE PRACTICE
                 --------------                            ---------------------------------
<S>                                               <C>
Rule 10A-3 under the Exchange Act and the more    of our Audit Committee are not required to satisfy
stringent requirements under the NYSE standards   the NYSE independence and other audit committee
is required. Sections 303A.06, 303A.07            standards that are not prescribed by Rule 10A-3.

                                                  The principal characteristics of our Audit
                                                  Committee are as follows:

                                                  -    Our Audit Committee is composed of three
                                                       members, all of whom are members of our board
                                                       of directors.

                                                  -    All of the members of our Audit Committee and
                                                       the committee's president are independent.

                                                  -    The Chairman of the Audit Committee is
                                                       appointed and/or removed exclusively by the
                                                       general shareholders' meeting.

                                                  -    Our Audit Committee operates pursuant to
                                                       provisions in the Mexican Securities Market
                                                       Law and our bylaws.

                                                  -    Our Audit Committee submits an annual report
                                                       regarding its activities to our Board of
                                                       Directors.

                                                  -    The duties of our Audit Committee include,
                                                       among others, the following:

                                                       -    overseeing of our internal auditing and
                                                            controls systems, and

                                                       -    appointing and removing, and supervising
                                                            our external auditor and establishing
                                                            the scope of the external auditor's
                                                            duties and responsibilities.

                                                       -    ensuring compliance with our by-laws by
                                                            officers and directors of the company
                                                            and its subsidiaries,

                                                       -    making recommendations to the Nomination
                                                            and Compensation Committee with respect
                                                            to the removal of directors and officers
                                                            for violations of the by-laws or any
                                                            other applicable legal provision,

                                                       -    overseeing compliance with the corporate
                                                            governance provisions as set forth in
                                                            the General Law of Business Companies
                                                            (Ley General de Sociedades Mercantiles),
                                                            and the Mexican Securities Market Law
                                                            and protection of minority
</TABLE>


                                       88

<PAGE>

<TABLE>
<CAPTION>
                 NYSE STANDARDS                            OUR CORPORATE GOVERNANCE PRACTICE
                 --------------                            ---------------------------------
<S>                                               <C>
                                                            shareholder rights,

                                                       -    overseeing related-party transactions,

                                                       -    preparing certain regular reports for
                                                            the board of directors pursuant to the
                                                            Mexican Securities Market Law and our
                                                            bylaws

NOMINATING/CORPORATE GOVERNANCE AND               Pursuant to the Mexican Securities Market Law, we
COMPENSATION COMMITTEE. Nominating/corporate      are required to have a corporate governance
governance committee of independent directors     committee (comite de practicas societarias). The
and compensation committee of independent         board has vested all the functions and
directors are required. Compensation committee    responsibilities of this committee on our Audit
must approve executive officer compensation.      Committee.
Each committee must have a charter specifying
the purpose, duties and evaluation procedures     The duties of our Audit Committee with regard to
of the committee. Section 303A.04 and             corporate practices are, among others, the
Section 303A.05                                   following:

                                                       -    evaluating the performance of relevant
                                                            officers,

                                                       -    reviewing related-party transactions,
                                                            and

                                                       -    determining the total compensation
                                                            package of the chief executive officer.

                                                  We are not required to have a nominating or a
                                                  compensation committee, but the Mexican Code of
                                                  Best Corporate Practices recommends that companies
                                                  have an evaluation and compensation committee. Our
                                                  by-laws provide for a Nominations and Compensation
                                                  Committee, which we believe carries out the
                                                  principal duties of an evaluation and compensation
                                                  committee and a nominating/corporate governance
                                                  committee. The duties of our Nomination and
                                                  Compensation Committee include, among others, the
                                                  following:

                                                  -    proposing individuals to serve as directors
                                                       at the shareholders meeting,

                                                  -    proposing individuals to serve as officers to
                                                       the Board of Directors,

                                                  -    proposing compensation for directors and
                                                       officers at the shareholders' meeting or to
                                                       the Board of Directors, as applicable,
</TABLE>


                                       89

<PAGE>

<TABLE>
<CAPTION>
                 NYSE STANDARDS                            OUR CORPORATE GOVERNANCE PRACTICE
                 --------------                            ---------------------------------
<S>                                               <C>
                                                  -    proposing for consideration at the
                                                       shareholders' meeting the removal of members
                                                       of the Board of Directors and officers, and

                                                  -    submitting an annual report on its activities
                                                       to the Board of Directors and the
                                                       shareholders.

                                                  The Nomination and Compensation Committee is
                                                  currently composed of three members who are
                                                  appointed by the shareholders at the shareholders'
                                                  meeting. Pursuant to our by-laws, at least one
                                                  member is appointed by the Series B shareholders
                                                  and at least one member is appointed by the Series
                                                  BB shareholders.

EQUITY COMPENSATION PLANS. Equity compensation    Shareholder approval is not expressly required
plans require shareholder approval, subject to    under our bylaws for the adoption and amendment of
limited exemptions.                               an equity-compensation plan. No
                                                  equity-compensation plans have been approved by
                                                  our shareholders.

CODE OF ETHICS. Corporate governance guidelines   We have adopted a code of ethics applicable to all
and a code of business conduct and ethics is      of our directors and executive officers, which is
required, with disclosure of any waiver for       available to you free of charge upon request and
directors or executive officers.                  at www.asur.com.mx. We are required by Item 16B of
Section 303A.10                                   Form 20-F to disclose any waivers granted to our
                                                  chief executive officer, chief financial officer
                                                  and persons performing similar functions, as well
                                                  as to our other officers/employees.
</TABLE>


                                       90
<PAGE>

EMPLOYEES

     The following table sets forth the number of employees in various positions
as of the end of 2003, 2004 and 2005.

<TABLE>
<CAPTION>
                                  AS OF DECEMBER 31,   AS OF DECEMBER 31,   AS OF DECEMBER 31,
                                        2003                 2004                 2005
                                  ------------------   ------------------   ------------------
<S>                               <C>                  <C>                  <C>
Administrative Employees
   Mexico City ................         114                   63                   72
   Cancun Airport .............          77                  114                  149
   Cozumel Airport ............          13                   10                   19
   Huatulco Airport ...........          16                   14                   18
   Merida Airport .............          35                   34                   42
   Minatitlan Airport .........          13                   12                   18
   Oaxaca Airport .............          13                   12                   20
   Tapachula Airport ..........          20                   17                   21
   Veracruz Airport ...........          18                   19                   25
   Villahermosa Airport .......          15                   14                   23
                                        ---                  ---                  ---
      TOTAL ADMINISTRATIVE
         EMPLOYEES ............         334                  309                  407
                                        ===                  ===                  ===
Unionized Employees
   Mexico City ................           0                    0                    0
   Cancun Airport .............         114                  109                  112
   Cozumel Airport ............          25                   24                   25
   Huatulco Airport ...........          18                   19                   19
   Merida Airport .............          44                   44                   45
   Minatitlan Airport .........          16                   16                   16
   Oaxaca Airport .............          22                   20                   22
   Tapachula Airport ..........          16                   16                   16
   Veracruz Airport ...........          26                   26                   24
   Villahermosa Airport .......          25                   27                   27
                                        ---                  ---                  ---
      TOTAL UNION EMPLOYEES ...         306                  301                  306
                                        ===                  ===                  ===
</TABLE>

     As of December 31, 2003, 2004 and 2005, we had approximately 640, 610 and
713 employees, respectively. Of the 98 administrative employees added in 2005,
74 were hired in connection with the new checked baggage screening services we
are providing for international flights as of January 1, 2006.

     Approximately 42.9% of our employees on December 31, 2005 were members of
labor unions. A significant portion of the services rendered in our airports is
provided by personnel employed by third parties. Approximately 10% of our
employees are employed by Servicios Aeroportuarios del Sureste, S.A. de C.V., a
wholly-owned subsidiary that provides us with administrative and personnel
services, while the remainder, including all unionized personnel, are employed
by our nine subsidiary operating companies.

     All of our unionized employees are members of local chapters of the Mexican
National Union of Airport Workers. Labor relations with our employees are
governed by nine separate collective labor agreements, each relating to one of
our nine airports, and negotiated by the local chapter of the union. As is
typical in Mexico, wages are renegotiated every year, while other terms and
conditions of employment are renegotiated every two years. We began
renegotiating


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<PAGE>

our current collective bargaining agreements with our unionized employees in
August 2004 and reached final agreements with the unions in October 2005. We
believe that our relations with our employees are good.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

                               MAJOR SHAREHOLDERS

     The following table sets forth certain information regarding the ownership
of outstanding Shares as of June 1, 2006.

<TABLE>
<CAPTION>
                                                           PERCENTAGE OF TOTAL
                                   NUMBER OF SHARES           SHARE CAPITAL
                               ------------------------   --------------------
IDENTITY OF STOCKHOLDER          B SHARES     BB SHARES   B SHARES   BB SHARES
-----------------------        -----------   ----------   --------   ---------
<S>                            <C>           <C>          <C>        <C>
ITA.........................            --   45,000,000       --         15%
Copenhagen Airports A/S(1)..     7,500,000           --      2.5%        --
Fernando Chico Pardo(2).....     7,500,010           --      2.5%        --
Public......................   239,999,990           --     80.0%        --
</TABLE>

----------
(1)  Copenhagen Airports A/S also owns 49% of the capital stock of ITA and 2.5%
     of our Series B shares.

(2)  Fernando Chico Pardo also owns a 51% interest in ITA and 2.3% of our Series
     B shares.

ITA TRUST AND SHAREHOLDERS' AGREEMENT

     The rules governing the sale of our Series BB shares to ITA required that
ITA place all of its Series BB shares in trust in order to guarantee ITA's
performance of its obligations under the technical assistance agreement and
ITA's commitment to maintain its interest in ASUR for a specified period.
Accordingly, ITA has placed its shares in trust with Bancomext. This trust
provides that ITA may instruct Bancomext with respect to the voting of the
shares held in trust that represent up to 10% of our capital stock; the
remaining 5% is required to be voted in the same manner as the majority of all
shares voted at the relevant stockholders' meeting.

     Under our bylaws and the trust, until December 18, 2008, ITA may transfer
up to 49% of the Series BB shares without restriction. After December 18, 2008,
ITA may sell in any year up to an additional 20% of its remaining interest in
Series BB shares. The term of the trust will be extended for an additional 15
years if, at the end of the initial 15-year term, ITA holds shares representing
more than 10% of our capital stock. ITA may terminate the trust before the
second 15 year term begins if: (i) ITA holds less than 10% of our capital stock
at the end of the initial term; and (ii) the technical services agreement has
been terminated. ITA is required to deposit in the trust any additional shares
of our capital stock that it acquires.

     ITA's stockholders have entered into a shareholders' agreement, which
provides that most matters relating to ITA's participation in our management are
to be decided by a qualified majority consisting of at least six of ITA's eight
directors, including the proposal to the board and removal of our chief
executive officer and the election of the members of our board of directors to
be elected by the Series BB stockholders. Two of the directors appointed by
Copenhagen Airports A/S are also required to be included in the qualified
majority with respect to the adoption or amendment of our master development
plans, business plans and investment


                                       92

<PAGE>

plans. Currently, Copenhagen Airports A/S and Fernando Chico Pardo are entitled
to appoint three directors and five directors, respectively, out of ITA's eight
directors.

     Under the terms of the participation agreement and the trust agreement,
ITA's shareholders, currently Copenhagen Airports A/S and Fernando Chico Pardo,
are required to maintain at least a 25.5% ownership interest in ITA prior to
December 18, 2014, unless otherwise approved by the Ministry of Communications
and Transportation. There can be no assurance that the terms of the
participation agreement or the trust would not be amended to reduce or eliminate
these ownership commitments. If ITA or any of its stockholders defaults on any
obligation contained in the trust agreement, or if ITA defaults on any
obligation contained in the participation agreement or the technical assistance
agreement, after specified notice and cure provisions, the trust agreement
provides that the trustee may sell 5% of the shares held in the trust and pay
the proceeds of such sale to us as liquidated damages.

     In April 2005, Fernando Chico Pardo transferred 12.5% of his ownership in
ITA's capital stock to Copenhagen Airports A/S. As a result of this transfer,
Fernando Chico Pardo and Copenhagen Airports A/S own 51% and 49% of ITA's
capital stock, respectively.

                           RELATED PARTY TRANSACTIONS

ARRANGEMENTS WITH ITA

     The rules for the sale of the Series BB shares required ITA, ASUR and the
Ministry of Communications and Transportation to enter into a participation
agreement, which established the framework for the option agreement, the
technical assistance agreement and the Banco Nacional de Comercio Exterior,
S.N.C., or Bancomext, trust agreement.

     Pursuant to the technical assistance agreement and the participation
agreement, ITA and its stockholders agreed to provide management and consulting
services and transfer industry "know-how" related to the operation of airports
to us. These agreements entitle ITA to propose to our board a candidate to be
our chief executive officer, to appoint half our other executive officers and
two members of our board of directors. These agreements also grant us a
perpetual and exclusive license in Mexico to use all technical assistance and
know-how transferred to us by ITA or its stockholders during the term of the
agreement. The technical assistance agreement has a fifteen-year term and is
automatically renewed for additional five-year terms, unless one party provides
notice of its intent not to renew within a specified period. We are required
under this agreement to pay ITA an annual fee equal to the greater of a fixed
dollar amount or 5% of our annual consolidated earnings before comprehensive
financing cost, income taxes and depreciation and amortization (determined in
accordance with Mexican GAAP and calculated prior to deducting the technical
assistance fee under this agreement). The fixed dollar amount decreases during
the initial five years of the agreement in order to create an incentive for ITA
to increase our earnings before comprehensive financing cost, income taxes and
depreciation and amortization. ITA is also entitled to reimbursement for the
out-of-pocket expenses it incurs in its provision of services under the
agreement. The agreement allows ITA, its stockholders and their affiliates to
render additional services to us only if our Acquisitions and Contracts
Committee determines that these related persons have submitted the most
favorable bid in a bidding process. This process is described in "Item 6.
Directors, Senior Management and Employees--


                                       93

<PAGE>

Committees." In 2001, 2002, 2003, 2004 and 2005, we recognized expenses of
U.S.$4.5 million, U.S.$3.7 million, U.S.$4.1 million, U.S.$5.8 million and
U.S.$6.2 million, respectively, pursuant to the technical assistance agreement
plus additional expenses of approximately U.S.$0.3 million, U.S.$0.6 million,
U.S.$0.3 million, U.S.$0.1 million and U.S.$0.2 million, respectively.

ARRANGEMENTS WITH COPENHAGEN AIRPORTS A/S

     In June 2003 we entered into a contract with a subsidiary of Copenhagen
Airports A/S under which we retained the services of Kjeld Binger as our interim
chief executive officer in exchange for a monthly fee equal to U.S.$31,119.

ARRANGEMENTS WITH ENTITIES CONTROLLED BY THE MEXICAN GOVERNMENT

     Prior to March 2005, the Mexican government continued to own 11% of our
capital stock. In the ordinary course of its business, we enter into
transactions with various entities controlled by the Mexican government,
including the provision of services to various airlines controlled by the
Mexican holding company Consorcio Aeromexico, S.A. de C.V. (formerly Cintra) and
the purchase of electricity from the Mexican Federal Electricity Commission.

     Airlines and other entities controlled by Cintra accounted for
approximately 22.6%, and 19.5% of the revenues generated by our airports in 2003
and 2004, respectively. Of our accounts receivable, these entities accounted for
49.4% and 62.0% as of December 31, 2003 and 2004, respectively. These airlines
included Aeromexico, Aerocozumel and Aerolitoral and, until recently, Mexicana
and Click Mexicana (formerly known as Aerocaribe).

     On December 20, 2005, Cintra sold Grupo Mexicana, whose subsidiaries
include Mexicana and Click Mexicana (formerly known as Aerocaribe), to Grupo
Posadas, S.A. de C.V., the largest hotel operator in Mexico, and was renamed
Consorcio Aeromexico. A majority of the capital stock of Consorcio Aeromexico,
S.A. de C.V. is currently owned by the Institution for the Protection of Bank
Savings, a decentralized entity of the Mexican federal government, and by the
Mexican government. The Institution for the Protection of Bank Savings is
required by law to transfer all its holdings to the private sector. Although
Consorcio Aeromexico is also seeking to sell its interest in Grupo Aeromexico,
including its subsidiaries Aeromexico and Aerolitoral, a recent auction process
did not generate bids acceptable to Consorcio Aeromexico, and the company has
since announced that it will resume efforts to sell Aeromexico in 2006. For
details of revenues earned from related parties, see "Item 4. Information on the
Company--Business Overview--Principal Air Traffic Customers" and Note 12 to our
financial statements.

     In addition to the revenues earned from Cintra-owned entities, we recorded
revenues from several Mexican federal and state government agencies. Revenues
from related public sector entities (excluding Consorcio Aeromexico) were Ps.
6.7 million and Ps. 3.1 million for the years ended December 31, 2003 and 2004,
respectively.

     During the years ended December 31, 2003 and 2004, we recorded expenses of
Ps. 59.0 million and Ps. 64.0 million, respectively, for electricity, waste
disposal, water and other services obtained from entities or agencies of the
Mexican government.


                                       94

<PAGE>

ITEM 8. FINANCIAL INFORMATION

     See "Item 18. Financial Statements" beginning on page F-1.

LEGAL PROCEEDINGS

     We are involved in legal proceedings from time to time that are incidental
to the normal conduct of our business.

     We are currently involved in certain legal proceedings in which we are
seeking a confirmation of our right to terminate certain lease agreements upon
the expiration of their term. These proceedings include litigation involving the
duty-free stores in Cancun, Cozumel and Merida.

     In April 2005, the International Court of Arbitration issued a final ruling
requiring Dufry Mexico, S.A. de C.V. to, among other requirements, deliver one
of the duty-free stores that it operates in the Cancun airport and to pay Ps.
39.5 million to ASUR. Dufry complied with this ruling in August 2005.

     The municipalities of Cancun, Cozumel, Huatulco, Merida, Minatitlan,
Veracruz and Villahermosa have given us notice requesting that we pay property
tax (predial) for the property on which these airports are located. However, we
believe that the request to pay this tax is not in accordance with applicable
law relating to property in the public domain, which includes the airports we
currently operate under concessions. We filed a protective action in court
against the attempt to collect the tax by the municipal treasuries in each of
these cities. Our cases against the municipalities of Cancun, Cozumel, Veracruz,
Oaxaca and Villahermosa were decided in our favor. The other legal proceedings
are still in progress.

     We do not believe that liabilities related to any of these claims and
proceedings against us are reasonably likely to have, individually or in the
aggregate, a material adverse effect on our consolidated financial condition or
results of operations.

                                    DIVIDENDS

     The declaration, amount and payment of dividends are determined by a
majority vote of the stockholders present at a stockholders' meeting and
generally, but not necessarily, on the recommendation of the board of directors.
So long as the Series BB shares represent at least 7.65% of our capital stock,
the declaration and payment of dividends will require the approval of the
holders of a majority of the Series BB shares. Figures included in this
subsection are stated in nominal pesos.

     Mexican law requires that at least 5% of a company's net income (on a
non-consolidated basis) each year (after profit sharing and other deductions
required by Mexican law) be allocated to a legal reserve fund until such fund
reaches an amount equal to at least 20% of its capital stock (without adjustment
for inflation).

     Mexican companies may pay dividends only out of earnings (including
retained earnings after all losses have been absorbed or paid up) and only after
such allocation to the legal reserve


                                       95

<PAGE>

fund. The reserve fund is required to be funded on a stand-alone basis for each
company, rather than on a consolidated basis. The level of earnings available
for the payment of dividends is determined under Mexican GAAP. The legal reserve
of our holding company, Grupo Aeroportuario del Sureste, S.A.B. de C.V., is Ps.
130.7 million (which includes the required allocation corresponding to year 2005
net income). Our subsidiaries are required to allocate earnings to their
respective legal reserve funds prior to paying dividends to Grupo Aeroportuario
del Sureste, S.A.B. de C.V.

     Dividends paid to non-resident holders with respect to our Series B shares
and ADSs are not subject to Mexican withholding tax. Dividends that are paid
from a company's distributable earnings that have not been subject to corporate
income tax will be subject to a corporate-level dividend tax (payable by us)
calculated on a gross-up basis by applying a factor 1.5152 in 2003, 1.4925 in
2004, 1.4286 in 2005, 1.4085 in 2006 and 1.3889 thereafter. Corporate tax rates
of 34% in 2003, 33% in 2004, 30% in 2005, 29% in 2006 and 28% thereafter are
applied to the result. This corporate-level dividend income tax on the
distribution of earnings may be applied as a credit against Mexican corporate
income tax corresponding to the fiscal year in which the dividend was paid or
against the Mexican corporate income tax of the two fiscal years following the
date in which the dividend was paid. In the case of dividends paid in 2005, the
credit would be applicable against the Mexican corporate income tax of the
following three fiscal years. Dividends paid from a company's distributable
earnings that have been subject to corporate income tax are not subject to this
corporate-level dividend income tax. Three of our subsidiaries (Cancun,
Villahermosa and Merida) benefit from an injunction that reduced the rate for
dividends from 47.0592% in 2004 to 32%.

     As of December 31, 2005, we had no distributable earnings that were subject
to corporate income tax. We do not expect to generate such after-tax earnings in
the near future. Until we generate such earnings subject to corporate income
tax, dividends paid by us to non-resident holders of Series B shares and ADSs
will be subject to both the corporate-level dividend tax income discussed above.

     On April 27, 2006, our stockholders approved the allocation of 5%, or Ps.
28.2 million, of our net profits for the fiscal year ended December 31, 2005 to
the legal reserve fund in compliance with Mexican law. The stockholders approved
the allocation of 5%, or Ps. 31.4 million, of our net profits for the fiscal
year ended December 31, 2004 to the legal reserve fund on April 28, 2005, and
approved the allocation of Ps. 15.0 million (5% of net income for fiscal year
2003) to the legal reserve fund on April 29, 2004.

     On April 27, 2006, our stockholders approved the payment of a net ordinary
cash dividend after income tax of Ps. 204 million or Ps. 0.682 per share for
each outstanding Series B or BB share. This dividend was payable as of May 31,
2006. At the general stockholders' meeting on April 28, 2005, our stockholders
agreed to pay net dividends after income tax of Ps. 186.0 million or Ps. 0.62
per share. Because this dividend payment was not taken from the after-tax
earnings account, it gave rise to an income tax of Ps. 79.7 million. At the
April 29, 2004 general stockholders' meeting, our stockholders agreed to pay net
dividends after income tax of Ps. 168.0 million, or Ps. 0.56 per share. Because
this dividend payment was not taken from the after-tax earnings account, it gave
rise to an income tax of Ps. 61.4 million.


                                       96

<PAGE>

     In the absence of attractive investment opportunities, we intend to
continue paying yearly dividends out of our annual net retained earnings. We do
not currently intend to implement a stock repurchase program.

     We will declare any future dividends in pesos. In the case of Series B
shares represented by ADSs, cash dividends are paid to the depositary and,
subject to the terms of the Deposit Agreement, converted into and paid in U.S.
dollars at the prevailing exchange rate, net of conversion expenses of the
depositary. Fluctuations in exchange rates affect the amount of dividends that
ADS holders receive. For a more detailed discussion, see "Item 10. Additional
Information."

     On April 27, 2006, our stockholders granted our board of directors the
power to declare and pay an extraordinary dividend to all shares representing
our capital stock. Our board may declare and pay this extraordinary dividend at
any time during 2006 and until the next annual shareholders' meeting. The board
may freely determine the terms and conditions of this extraordinary dividend.

ITEM 9. THE OFFER AND LISTING

STOCK PRICE HISTORY

     The following table sets forth, for the periods indicated, the high and low
closing prices for (i) the ADSs on the New York Stock Exchange in U.S. dollars
and (ii) our common shares on the Mexican Stock Exchange in pesos. For more
information, see "Item 10. Additional Information--Exchange Controls" for the
exchange rates applicable during the periods set forth below. The information
set forth in the table below reflects actual historical amounts at the trade
dates and has not been restated in constant pesos.

The annual high and low market prices for (i) our common shares on the Mexican
Stock Exchange in pesos and (ii) the ADSs on the New York Stock Exchange in U.S.
dollars over the five most recent financial years is as follows:

<TABLE>
<CAPTION>
                                          PESOS
                        U.S.$ PER       PER SERIES
                          ADR(1)         B SHARE
    YEARS ENDED       -------------   -------------
    DECEMBER 31,       LOW     HIGH    LOW     HIGH
    ------------      -----   -----   -----   -----
<S>                   <C>     <C>     <C>     <C>
2001                  15.10   15.40   13.75   13.88
2002                  10.17   11.75    10.8   12.00
2003                  15.95   17.60   18.50   19.70
2004
   First Quarter...   19.30   24.71   17.38   22.50
   Second Quarter..   18.58   20.33   21.29   23.06
   Third Quarter...   19.46   22.28   22.65   25.27
   Fourth Quarter..   23.54   27.05   26.99   30.15
2005
   First Quarter...   27.26   33.70   30.60   37.12
   Second Quarter..   29.00   32.54   31.68   34.82
   Third Quarter...   37.05   41.79   39.71   45.00
   Fourth Quarter..   31.20   34.17   32.70   36.25
</TABLE>


                                       97

<PAGE>
<TABLE>
<CAPTION>
                                          PESOS
                        U.S.$ PER       PER SERIES
                          ADR(1)         B SHARE
                      -------------   -------------
                       LOW     HIGH    LOW     HIGH
                      -----   -----   -----   -----
<S>                   <C>     <C>     <C>     <C>
MONTHLY PRICES
   December, 2005..   31.20   34.17   32.70   36.25
   January, 2006...   30.41   34.14   30.56   36.80
   February, 2006..   28.93   35.19   32.00   35.89
   March, 2006.....   32.54   34.81   35.10   36.85
   April, 2006.....   33.44   39.03   38.80   42.82
   May, 2006.......   33.71   39.76   38.42   42.77
</TABLE>

----------
(1)  10 Series B shares per ADR.

Sources: Mexican Stock Exchange and the New York Stock Exchange.

                      TRADING ON THE MEXICAN STOCK EXCHANGE

     The Mexican Stock Exchange, located in Mexico City, is the only stock
exchange in Mexico. Founded in 1894, it ceased operations in the early 1900s,
and was reestablished in 1907. The Mexican Stock Exchange is organized as a
corporation whose shares are held by brokerage firms. These firms are
exclusively authorized to trade on the floor of the Exchange. Trading on the
Mexican Stock Exchange takes place exclusively through an automated inter-dealer
quotation system known as SENTRA, which is open between the hours of 8:30 a.m.
and 3:30 p.m., Mexico City time, each business day. Each trading day is divided
into six trading sessions with ten-minute periods separating each session.
Trades in securities listed on the Mexican Stock Exchange can, subject to
certain requirements, also be effected off the Exchange. Due primarily to tax
considerations, however, most transactions in listed Mexican securities are
effected through the Exchange. The Mexican Stock Exchange operates a system of
automatic suspension of trading in shares of a particular issuer as a means of
controlling excessive price volatility. The suspension procedures will not apply
to shares that are directly or indirectly (through ADSs or CPOs) quoted on a
stock exchange outside Mexico.

     Settlement is effected two business days after a share transaction on the
Mexican Stock Exchange. Deferred settlement, even if by mutual agreement, is not
permitted without the approval of the CNBV. Most securities traded on the
Mexican Stock Exchange are on deposit with S.D. Indeval, S.A. de C.V., Instituto
para el Deposito de Valores, a privately-owned central securities depositary
that acts as a clearing house, depositary, custodian and registrar for Mexican
Stock Exchange transactions, eliminating the need for the physical transfer of
shares.

     The Mexican Stock Exchange is one of Latin America's largest exchanges in
terms of market capitalization, but it remains relatively small and illiquid
compared to major world markets, and therefore subject to greater volatility.

     As of December 31, 2005, 150 Mexican companies, excluding mutual funds, had
equity listed on the Mexican Stock Exchange. In 2005, the ten most actively
traded equity issues (excluding banks) represented approximately 71.58% of the
total volume of equity issues traded on the Mexican Stock Exchange. Although the
public participates in the trading of securities, a major part of the activity
of the Mexican Stock Exchange reflects transactions by institutional investors.
There is no formal over-the-counter market for securities in Mexico.


                                       98

<PAGE>

     The market value of securities of Mexican companies is, to varying degrees,
affected by economic and market conditions in other emerging market countries
and in the United States. In late October 1997, for example, prices of both
Mexican debt securities and Mexican equity securities dropped substantially
following declines earlier in the year in the Asian, Russian and Brazilian
securities markets.

ITEM 10. ADDITIONAL INFORMATION

BYLAWS

     This section summarizes certain provisions of Mexican law and our estatutos
sociales (bylaws), a copy of which is attached to this Form 20-F as Exhibit 1.1.

     At our Extraordinary Stockholders' Meeting held on April 27, 2006, our
shareholders adopted resolutions amending and restating of our bylaws to
organize the company as a Sociedad Anonima Bursatil, and conform our bylaws to
the provisions of the Mexican Securities Market Law. Some of the relevant
changes included the enhancement of certain provisions applicable to the
corporate governance of public companies, clarification of certain provisions
relating to directors' and officers' liability, and the elimination of
restrictions on ownership of our shares.

Purposes

     The purposes of our company include the following:

     -    to acquire shares, ownership or other interests in companies engaged
          in the management, operation, including providing airport,
          complementary and commercial services, construction and/or use of
          civil aerodromes and in accordance with the Mexican Airport Law and
          its regulations, as well as to hold capital stock in companies that
          provide any other type of services and to vote the shares of any such
          companies; to sell, transfer or dispose of any such shares or
          ownership interests or other securities allowed by law;

     -    to receive and to provide the services as required to carry out our
          corporate purposes, including, without limitation, technical
          consulting services in the industrial, administrative, accounting,
          marketing or finance fields, in connection with the management,
          operation, construction and/or utilization of airports;

     -    to request and obtain concessions and permits for the management,
          operation, construction and/or utilization of airports, as well as for
          providing any other services necessary for the use of such airports
          and for carrying out any activity which supports and is related with
          such purpose.

     -    to obtain, acquire, use, license or dispose of all types of patents,
          certificates of invention, registered trademarks, trade names,
          copyright or rights with regard thereto, whether in Mexico or abroad;


                                       99

<PAGE>

     -    to obtain all types of loans or credits, with or without guarantee,
          and to grant loans to companies that we control, and to grant any kind
          of guaranty and security on obligations assumed by us or by companies
          that we control;

     -    to issue and subscribe all types of negotiable instruments and to
          accept and endorse the same, including secured or unsecured
          debentures;

     -    to issue any unsubscribed shares of our capital stock to be kept in
          our treasury in order to be delivered upon subscription thereof, as
          well as to execute option agreements that grant to third parties the
          right to subscribe and pay for our shares;

     -    to hold, possess, sell, transfer, dispose of or lease any assets, or
          real or personal property that may be necessary or convenient to carry
          out our corporate purposes; and

     -    generally, to carry out and perform all actions, agreements and
          related, incidental or ancillary transactions in furtherance of the
          above-mentioned purposes.

DIRECTORS

     Our bylaws provide that our board of directors will have at least seven but
not more than eleven members. All directors can be elected at one meeting.

     At each stockholders' meeting for the election of directors, the holders of
Series BB shares are entitled to elect two directors. The remaining members of
the board of directors are to be elected by the holders of the Series B shares.

     Each person (or group of persons acting together) holding 10% of our
capital stock in the form of Series B shares is entitled to elect one director.
The remaining positions on the board of directors will be filled based on the
vote of all holders of Series B shares, including those Series B holders that
were entitled to elect a director by virtue of their owning 10% of our capital
stock. The candidates to be considered for election as directors by the Series B
stockholders will be proposed to the stockholders' meeting by the Nominations
and Compensation Committee. All directors are elected based on a simple majority
of the votes cast at the relevant stockholders' meeting. Our bylaws do not
currently require mandatory retirement of directors after they reach a certain
age. The compensation of our directors is proposed by the Nominations and
Compensation Committee to all of our stockholders at stockholders' meetings for
their approval.

     The number of directors to be elected by the holders of Series B shares is
to be determined based on the number of directors elected by persons holding
Series B shares representing 10% (individually or as a group) of our capital
stock and by the holders of the Series BB shares. If less than seven directors
are elected by 10% stockholders exercising their right to elect one director and
by the holders of the Series BB shares, the total number of directors to be
elected by the Series B holders will be such number as is required to reach
seven. If seven directors are elected by 10% stockholders exercising their right
to elect one director and by the holders of the Series BB shares, the Series B
stockholders will be entitled to elect two directors in addition to those
elected by 10% stockholders. If more than seven directors are elected by 10%
stockholders exercising their right to elect one director and the holders of the
Series BB shares, the Series B stockholders will be entitled to elect one or two
directors in


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addition to the directors elected by 10% stockholders (individually or as a
group) (depending on which number will result in an odd number of directors).

Authority of the Board of Directors

     The powers of the board include, without limitation, the power:

     -    to participate in our strategic planning decisions,

     -    to authorize changes in our policies regarding financial structure,
          products, market development and organization,

     -    to oversee compliance with general corporate practices, our bylaws and
          the minority rights set forth thereunder,

     -    to call for stockholders' meetings and act on their resolutions,

     -    to create special committees and grant them the powers and authority
          it sees fit, provided that said committees will not be vested with the
          authorities which by law or under our bylaws are expressly reserved
          for the stockholders or the board of directors,

     -    to determine how to vote the shares held by us in our subsidiaries

     -    to appoint our chief executive officer from among the candidates
          proposed by the members of the Board of Directors appointed by the
          Series BB shareholders, and to appoint those officers other than those
          designated by the Series BB directors or the Operating Committee, and

     -    to approve, upon proposal by the Operating Committee: (i) our annual
          budget and that of our subsidiaries; and (ii) the master development
          plan and any amendments thereto for each of the airports to be
          submitted to the Ministry of Communications and Transportation.

     Meetings of the board of directors will be validly convened and held if a
majority of its members are present. Resolutions at said meetings will be valid
if approved by a majority of the members of the board of directors, unless our
bylaws require a higher number. The chairman has a tie-breaking vote.

     Resolutions at board meetings with respect to any of the issues listed
below will be valid only if approved by the members of the board of directors
elected by the holders of the Series BB shares:

     -    approval of our financial statements and those of our subsidiaries and
          their submission to the stockholders' meeting,

     -    approval of the 5-year master development plans for each of the
          airports operated by our subsidiaries,


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     -    annual approval of the business plan and the investment budget,

     -    approval of capital investments not considered in the approved annual
          budget for each fiscal year,

     -    approval of any sale of fixed assets having, individually or jointly,
          a value greater than U.S.$2.0 million,

     -    determine the manner in which the company shall vote its shares at the
          shareholders meeting of its subsidiaries, taking into consideration
          the proposal of the Operating Committee,

     -    proposal to increase our capital or that of our subsidiaries,

     -    approval of any sale of shares of the capital stock of our
          subsidiaries,

     -    approval of any transfer by us of shares in our subsidiaries,

     -    purchase of shares or interests in any company,

     -    approval or amendment of our management structure,

     -    creation of new committees, delegation of powers to the same and
          changes to the powers of any existing committee,

     -    incurrence of any indebtedness in an amount greater than U.S.$5.0
          million during any calendar year or in excess of the debt level set
          forth in the annual business plan, which must not exceed a 50% debt to
          capital ratio,

     -    approval of our dividend policy and its submission to the
          stockholders' meeting, and

     -    appointment of the chief executive officer from among the candidates
          proposed by the members of the board of directors appointed by the
          Series BB shareholders.

Powers of Series BB Directors

The Series BB directors are entitled to:

     -    present to the board of directors the name or names of candidates for
          appointment as chief executive officer,

     -    remove the chief executive officer,

     -    appoint and remove half of our executive officers,


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     -    appoint two members of the Operating Committee and their substitutes,
          and at least one member of the Acquisitions and Contracts Committee
          and his or her substitute, and

     -    determine the composition of the Operating Committee.

OUR CAPITAL STOCK

     The following table sets forth our authorized capital stock and our issued
and outstanding capital stock as of June 1, 2006:

                             CAPITAL STOCK

<TABLE>
<CAPTION>
                                         ISSUED AND
                           AUTHORIZED   OUTSTANDING
                          -----------   -----------
<S>                       <C>           <C>
FIXED CAPITAL STOCK:
   Series B shares.....   255,000,000   255,000,000
   Series BB shares....    45,000,000    45,000,000
VARIABLE CAPITAL STOCK:
   Series B shares.....            --            --
   Series BB shares....            --            --
</TABLE>

All ordinary shares confer equal rights and obligations to holders within each
series. The Series BB shares have the voting and other rights described below.

     Our bylaws provide that our shares have the following characteristics:

     -    Series B. Series B shares currently represent 85% of our capital.
          Series B shares may be held by any Mexican or foreign natural person,
          company or entity.

     -    Series BB. Series BB shares currently represent 15% of our capital.
          Series BB shares may be held by any Mexican or foreign natural person,
          company or entity.

     Under the Mexican Airport Law and the Mexican Foreign Investments Law,
foreign persons may not directly or indirectly own more than 49% of the capital
stock of a holder of an airport concession unless an authorization from the
Mexican Commission of Foreign Investments is obtained. We obtained this
authorization on September 7, 1999 and as a consequence these restrictions do
not apply to our Series B or Series BB shares.

VOTING RIGHTS AND STOCKHOLDERS' MEETINGS

     Each Series B share and Series BB share entitles the holder to one vote at
any general meeting of our stockholders. Holders of Series BB shares are
entitled to elect two members of our board of directors and holders of Series B
shares are entitled to name the remaining members of the board of directors.

     Under Mexican law and our bylaws, we may hold three types of stockholders'
meetings: ordinary, extraordinary and special. Ordinary stockholders' meetings
are those called to discuss


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any issue not reserved for extraordinary stockholders' meeting. An annual
ordinary stockholders' meeting must be convened and held within the first four
months following the end of each fiscal year to discuss, among other things, the
report prepared by the Board on our financial statements, the appointment of
members of the Board and the determination of compensation for members of the
Board.

     Extraordinary stockholders' meetings are those called to consider any of
the following matters:

     -    extension of a company's duration or voluntary dissolution,

     -    an increase or decrease in a company's minimum fixed capital,

     -    change in corporate purpose or nationality,

     -    any transformation, merger or spin-off involving the company,

     -    any stock redemption or issuance of preferred stock or bonds,

     -    the cancellation of the listing of our shares with the National
          Registry of Securities or on any stock exchange,

     -    amendments to a company's bylaws, and

     -    any other matters for which applicable Mexican law or the bylaws
          specifically require an extraordinary meeting.

     Special stockholders' meetings are those called and held by stockholders of
the same series or class to consider any matter particularly affecting the
relevant series or class of shares.

     Stockholders' meetings are required to be held in our corporate domicile,
which is Mexico City. Calls for stockholders' meetings must be made by the
Chairman, the Secretary or any two members of the board of directors. Any
stockholder or group of stockholders representing at least 10% of our capital
stock has the right to request that the board of directors call a stockholders'
meeting to discuss the matters indicated in the relevant request. If the board
of directors fails to call a meeting within 15 calendar days following receipt
of the request, the stockholder or group of stockholders representing at least
10% of our capital stock may request that the call be made by a competent court.

     Calls for stockholders' meetings must be published in the official gazette
of the federation or in one newspaper of general circulation in Mexico at least
15 calendar days prior to the date of the meeting. Each call must set forth the
place, date and time of the meeting and the matters to be addressed. Calls must
be signed by whomever makes them, provided that calls made by the board of
directors must be signed by the Chairman, the Secretary or a special delegate
appointed by the board of directors for that purpose. Stockholders' meetings
will be validly held and convened without the need of a prior call or
publication whenever all the shares representing our capital are duly
represented.


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<PAGE>

     To be admitted to any stockholders' meeting, stockholders must: (i) be
registered in our share registry; and (ii) at least 24 hours prior to the
commencement of the meeting submit (a) an admission ticket issued by us for that
purpose, and (b) a certificate of deposit of the relevant stock certificates
issued by the Secretary or by a securities deposit institution, a Mexican or
foreign bank or securities dealer in accordance with the Mexican Securities
Market Law. The share registry will be closed three days prior to the date of
the meeting. Stockholders may be represented at any stockholders' meeting by one
or more attorneys-in-fact who may not be directors of ASUR. Representation at
stockholders' meetings may be substantiated pursuant to general or special
powers of attorney or by a proxy executed before two witnesses.

     Promptly following the publication of any call for a stockholders' meeting,
we will provide copies of the publication to the depositary for distribution to
the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as
to the exercise of voting rights pertaining to the Series B shares.

Quorums

     Ordinary meetings are regarded as legally convened pursuant to a first call
when at least 50% of the shares representing our capital are present or duly
represented. Resolutions at ordinary meetings of stockholders are valid when
approved by a majority of the shares present at the meeting. Any number of
shares represented at an ordinary meeting of stockholders convened pursuant to a
second or subsequent call constitutes a quorum. Resolutions at ordinary meetings
of stockholders convened in this manner are valid when approved by a majority of
the shares present at the meeting.

     Extraordinary stockholders' meetings are regarded as legally convened
pursuant to a first or subsequent call when at least 75% of the shares
representing our capital are present or duly represented. Resolutions at
extraordinary meetings of stockholders are valid if taken by the favorable vote
of shares representing more that 50% of our capital.

     Notwithstanding the foregoing, resolutions at extraordinary meetings of
stockholders called to discuss any of the issues listed below are valid only if
approved by a vote of shares representing at least 75% of our capital:

     -    any amendment to our bylaws which: (i) changes or deletes the
          authorities of our committees; or (ii) changes or deletes the rights
          of minority stockholders,

     -    any actions resulting in the cancellation of the concessions granted
          to us or our subsidiaries by the Mexican government or any assignment
          of rights arising therefrom,

     -    termination of the participation agreement that was entered into by
          ITA and the Mexican government in connection with the Mexican
          government's sale of the Series BB shares to ITA,

     -    the cancellation of our registration in the Mexican Securities
          Registry or in any stock market,


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     -    a merger by us with an entity the business of which is not related to
          the business of us or our subsidiaries, and

     -    a spin-off, dissolution or liquidation of ASUR.

     Our bylaws also establish the following voting requirements:

     -    the amendment of the restrictions on ownership of shares of our
          capital stock requires the vote of holders of 85% of our capital
          stock;

     -    a delisting of our shares requires the vote of holders of 95% of our
          capital stock; and

     -    the amendment of the provisions in our bylaws requiring that a
          stockholder seeking to obtain control carry out a tender offer
          requires the vote of holders of 85% of our capital stock.

Right of Withdrawal

Any stockholder having voted against a resolution validly adopted at a meeting
of our stockholders with respect to (i) a change in our corporate purpose or
nationality, (ii) a change of corporate form, (iii) a merger involving us in
which we are not the surviving entity or the dilution of its capital stock by
more than 10%, or (iv) a spin-off, may request redemption of its shares,
provided that the relevant request is filed with us within fifteen days
following the holding of the relevant stockholders' meeting. The redemption of
the stockholders' shares will be effected at the lower of (a) 95% of the average
trading price determined on the closing prices of our shares over the last
thirty days on which trading in our shares took place prior to the date on which
the relevant resolution becomes effective, during a period not longer than six
months, or (b) the book value of the shares in accordance with our most recent
audited financial statements approved by our stockholders' meeting. Pursuant to
our bylaws, our stockholders have waived the right to redeem their variable
capital contributions provided in the Mexican General Law of Business
Corporations.

Veto Rights of Holders of Series BB Shares

     So long as the Series BB shares represent at least 7.65% of our capital
stock, resolutions adopted at stockholders' meetings with respect to any of the
issues listed below will only be valid if approved by a vote of a majority of
the Series BB shares:

     -    approval of our financial statements,

     -    liquidation or dissolution,

     -    capital increases or decreases,

     -    declaration and payment of dividends,

     -    amendment to our bylaws,


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<PAGE>

     -    mergers, spin-offs or share-splits,

     -    grant or amendment of special rights to series of shares, and

     -    any decision amending or nullifying a resolution validly taken by the
          board of directors with respect to (i) appointment or removal of our
          chief executive officer or the other members of management to be
          designated by the holders of our Series BB shares, (ii) appointment of
          the two members of our Operating Committee and their substitutes and
          at least one member of the Acquisitions and Contracts Committee and
          his or her substitute to be designated by the holders of the Series BB
          shares and (iii) appointment of the members of the Operating Committee
          whose appointment requires the consent of the holders of the Series BB
          shares.

DIVIDENDS AND DISTRIBUTIONS

     At our annual ordinary general stockholders' meeting, the board of
directors will submit to the stockholders for their approval our financial
statements for the preceding fiscal year. Five percent of our net income (after
profit sharing and other deductions required by Mexican law) must be allocated
to a legal reserve fund until the legal reserve fund reaches an amount equal to
at least 20% of our capital stock (without adjustment for inflation). Additional
amounts may be allocated to other reserve funds as the stockholders may from
time to time determine including a reserve to repurchase shares. The remaining
balance, if any, of net earnings may be distributed as dividends on the shares
of common stock. A full discussion of our dividend policy may be found in "Item
8. Financial Information--Dividends."

REGISTRATION AND TRANSFER

     Our shares are registered with the Mexican Securities Registry, as required
under the Securities Market Law and regulations issued by the Mexican Banking
and Securities Commission. If we wish to cancel our registration, or if it is
cancelled by the Mexican Banking and Securities Commission, the stockholders
holding a majority of the ordinary shares or that have the ability, under any
title, to impose any decisions in the ordinary shareholders' meeting or to
appoint a majority of members to our board of directors will be required to make
a public offer to purchase all outstanding shares, prior to such cancellation.
Unless the Mexican Banking and Securities Commission authorizes otherwise, the
public offer price shall be the higher of the weighted average trade price
(based on volume) for our shares during the thirty prior days on which shares
may have been quoted prior to the date of the public offer during a period not
longer than six months or if no shares traded during such period, the book value
of the shares as calculated in accordance with the most recent quarterly report
submitted to the Mexican Banking and Securities Commission and to the Mexican
Stock Exchange. Any amendments to the foregoing provisions included in our
bylaws require the prior approval of the Mexican Banking and Securities
Commission and the resolution of the extraordinary stockholders' meeting adopted
by a minimum voting quorum of 95% of our outstanding capital stock.

     Series BB shares may only be transferred after conversion into Series B
shares, and are subject to the following rules:


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<PAGE>

     -    Currently, ITA is permitted to sell up to 49% of its Series BB shares.
          ITA is required to retain its remaining 51% interest through December
          18, 2008.

     -    After December 18, 2008, ITA continues to be free to sell 49% of its
          initial ownership interest without restriction. In addition, ITA may
          sell in any year up to 20% of its other 51% interest in Series BB
          shares.

     -    If ITA owns Series BB shares that represent less than 7.65% of our
          capital stock after December 18, 2013, those remaining Series BB
          shares will be automatically converted into freely transferable Series
          B shares.

     -    If ITA owns Series BB shares representing at least 7.65% of our
          capital stock after December 18, 2013, those Series BB shares may be
          converted into Series B shares, provided the holders of at least 51%
          of Series B shares (other than shares held by ITA and any of its
          "related persons") approve such conversion and vote against renewal of
          the technical assistance agreement.

     For purposes of our bylaws, a "related person" means any of the following:

     -    persons that have control or significant influence in an entity that
          forms part of the corporate group or consortium to which the company
          belongs, as well as the directors, managers or relevant officers of
          the entities that form part of such group or consortium,

     -    persons that have executive authority in an entity that forms part of
          a corporate group or consortium to which the company belongs,

     -    the spouse, common-law spouse, blood or civil-law relatives up to the
          fourth degree or in-laws up to the third degree, of any individuals
          that fall into any of the categories described above, as well as the
          partners, owners and co-owners of the entities mentioned above with
          whom they have a business relationship,

     -    entities that are part of the corporate group or consortium to which
          the company belongs,

     -    entities over which any of the persons referred to in the first three
          bullets above exercise control or significant influence,

     -    in the case of ASUR, ITA, and

     -    in the case of ITA, its stockholders and their related persons.

     For purposes of our bylaws, "control" of a person means the ability of a
person or group of persons to do any of the following:

     -    directly or indirectly impose decisions in general shareholders' or
          owners' meetings or any equivalent body or appoint or remove the
          majority of board members or managers of an entity,


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     -    hold the rights that directly or indirectly allow the voting of over
          50% (fifty percent) of the capital of an entity, or

     -    directly or indirectly direct the management, strategy or principal
          policies of an entity, whether through the ownership of securities,
          under contract or otherwise.

STOCKHOLDER OWNERSHIP RESTRICTIONS AND ANTITAKEOVER PROTECTION

Ownership Restrictions

     Holders of our shares are subject to the following restrictions:

     -    subject to the tender offer procedures described below, holders of
          Series B shares, either individually or together with their related
          persons, will have no ownership limitation whatsoever with regard to
          the shares representing such series;

     -    Series BB shares may represent no more than 15% of our outstanding
          capital stock;

     -    subject to the tender offer procedures described below, holders of
          Series BB shares, either individually or together with their related
          persons, may also own Series B shares without limitation,

     -    no more than 5% of our outstanding capital stock may be owned by air
          carriers; and

     -    foreign governments acting in a sovereign capacity may not directly or
          indirectly own any portion of our capital stock.

     Any amendment to the above provisions requires the vote of shares
representing 85% of our capital stock.

     Air carriers and their subsidiaries and affiliates are not permitted,
directly or indirectly, to "control" ASUR or any of our subsidiary concession
holders.

Change of Control and Tender Offer Procedures

     Under our bylaws and applicable Mexican law, any person or group that
intends to acquire, directly or indirectly, ownership of 30% or more of our
ordinary shares through one or more transactions must make the acquisition
through a public offer in accordance with applicable law and the following
provisions of our bylaws:

     -    The offer must include both of our series of shares, and the
          consideration offered per share must be the same, regardless of the
          class or type of share.

     -    If the offeror intends to obtain control of the company, the offer
          must be for 100% of our capital stock, and if the offer does not imply
          obtaining control, then the offer must be for at least 10% of our
          capital stock.


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<PAGE>

     -    The offer must indicate the maximum number of shares it covers and, if
          applicable, the minimum number of shares on which the offer is
          conditioned.

     -    The offer may not provide any consideration that implies a bonus or
          higher price to the amount of the offer in favor of any person or
          group of persons related to the offeree (not including agreements that
          have been approved by our board of directors of the company, taking
          into account the opinion of our Auditing Committee and have been
          disclosed to the investing public).

     Such public offers will require prior approval from the majority of the
members of our board of directors appointed for each one of the series of shares
of our capital stock. In case the offeror intends to acquire control of the
company, the provisions of the Securities Market Law relative to shareholders'
meetings and shareholders' rights, insofar as they do not conflict with the
provisions of this section, will apply.

     For the purposes of the above, the following rules and procedures will
apply under Mexican law and our bylaws:

     -    The offeror must inform us, through the board of directors, of the
          terms and conditions of the offer it intends to make by sending a
          notice to our board of directors.

     -    Immediately after it receives the notice, our board of directors must
          provide to the Mexican Stock Exchange a notice of applicable legal
          provisions, and make it available to all our shareholders.

     -    Our board of directors must prepare, considering the opinion of the
          Auditing Committee, its opinion with regard to the price or
          consideration offered, any other terms and conditions of the offer and
          conflicts of interest, if any, that each member of the board of
          directors may have with respect to the offer. This opinion may include
          the opinion of an independent expert retained by our board.

     -    Our board of directors will provide this opinion to the investing
          public through the Mexican Stock Exchange within three months after
          receipt of the offer notice, at the latest.

     -    The members of our board of directors and our chief executive officer
          of the company must disclose to the investing public, along with the
          opinions mentioned above, as applicable, the decision they will take
          in connection with their own shares.

     -    If our board approves the terms and conditions of any offer, the
          offeror must obtain prior authorization from the Ministry of
          Communications and Transportation for the "change of control" prior to
          the commencing the public offer. See "Item 4. Information on the
          Company--Regulatory Framework--Reporting, Information and Consent
          Requirements."

          -    For purposes of the preceding item exclusively, and in accordance
               with the provisions of Article 23 of the Mexican Airports Law, a
               person or group of


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<PAGE>

               persons shall be deemed to have control when it owns 35% or more
               of the capital stock of the company, has control of the general
               shareholders' meetings, or is able to appoint the majority of the
               members in charge of management or otherwise control the company.

     -    If the holders of the Series BB shares express their interest in
          accepting an offer (which does not imply any obligation on their part
          to participate in such offer), the launching of the offer shall be
          conditioned upon obtaining prior authorizations from the Ministry of
          Communications and Transportation, including those relating to the
          transfer of the Series BB shares and the replacement of ITA in its
          capacity as strategic partner under the technical assistance and
          participation agreements.

CHANGES IN CAPITAL STOCK

     Increases and reductions of our minimum fixed capital must be approved at
an extraordinary stockholders' meeting, subject to the provisions of our bylaws
and the Mexican General Law of Business Corporations. Increases or reductions of
the variable capital must be approved at an ordinary stockholders' meeting in
compliance with the voting requirements of our bylaws.

     We may issue unsubscribed shares that will be kept in the treasury, to be
subsequently subscribed by the investing public, provided that (i) the general
extraordinary shareholders' meeting approves the maximum amount of the capital
increase and the conditions on which the corresponding placement of shares shall
be made, (ii) the subscription of issued shares is made through a public offer
after registration in the National Securities Registry, complying, in either
case, with the provisions of the Securities Market Law and other applicable law
and (iii) the amount of the subscribed and paid-in capital of the company is
announced when the company makes the authorized capital increase public. The
preferential subscription right provided under Article 132 of the General Law of
Business Entities is not applicable to capital increases through public offers.

     In the event of a capital increase not involving a public offer, the
shareholders will have a preferential right to subscribe to such increase, in
proportion to the number of shares held by each at the time the increase is
approved pursuant to the provisions of Article 132 of the General Law of
Business Entities, as established hereinafter, unless the subscription offer is
made under the provisions of Article 53 of the Securities Market Law, or in the
case of an issuance of shares kept in the Treasury for conversion of debentures
in terms of Article 210 bis of the General Law of Negotiable Instruments and
Credit Transactions.

     Our capital stock may be reduced by resolution of a stockholders' meeting
taken pursuant to the rules applicable to capital increases. Our capital stock
may also be reduced upon withdrawal of a stockholder (See "--Voting Rights and
Stockholders' Meetings--Right of Withdrawal") or by repurchase of our own stock
in accordance with the Securities Market Law (See "--Share Repurchases").


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Share Repurchases

     We may acquire, with prior agreement from the Board of Directors, the
shares representing its capital stock or negotiable instruments that represent
such shares, subject to the following conditions:

     -    The acquisition is carried out in the Mexican Stock Exchange.

     -    The acquisition and sale on the Mexican Stock Exchange is made at
          market price (except when dealing with public offerings or auctions
          authorized by the National Banking and Securities Commission).

     -    If the acquisition is charged against working capital, the shares may
          be kept by us without need of making a reduction of capital stock.
          Otherwise, if the acquisition is charged against the capital stock,
          the shares will be converted into unsubscribed shares kept in our
          treasury, without need of a resolution by the shareholders' meeting.

     -    The company must announce the amount of the subscribed and paid-in
          capital when the amount of the authorized capital represented by the
          issued and unsubscribed shares is publicly announced.

     -    The general ordinary shareholders meeting will expressly determine for
          each fiscal year the maximum amount of resources that we may use to
          purchase our own shares or negotiable instruments that represent such
          shares, with the only limitation that the sum or total of the
          resources that may be used for such purpose may not exceed, at any
          time, the total balance of the net profits of the company, including
          retained profits.

     -    We must be up to date in the payment of the obligations derived from
          debt instruments issued and registered in the National Securities
          Registry that we may have issued.

     -    The shares of the company and the negotiable instruments that
          represent such shares that belong to us or, if any, the shares issued
          and not subscribed that are kept in the treasury, may be placed among
          the investing public without requiring a resolution from the
          shareholders' meeting or the board of directors. For the purposes of
          this paragraph, the provisions of Article 132 of the General Law of
          Business Entities will not apply.

     Shares of the company belonging to us may not be represented or voted in
shareholders' meetings, nor may corporate or economic rights of any kind be
exercised, nor will the shares be considered as outstanding for the purpose of
determining the quorum and the votes in shareholders' meetings.

Ownership of Capital Stock by Subsidiaries

     Our subsidiaries may not, directly or indirectly, invest in our shares,
unless such subsidiaries acquired our shares to comply with employee stock
option or stock sale plans that


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<PAGE>

are established, granted or designed in favor of the employees or officers of
such subsidiaries. The number of shares acquired for such purpose may not exceed
15% of our outstanding capital stock.

LIQUIDATION

     Upon our dissolution, one or more liquidators must be appointed at an
extraordinary stockholders' meeting to wind up our affairs. All fully paid and
outstanding shares will be entitled to participate equally in any distribution
upon liquidation. Partially paid shares participate in any distribution in the
same proportion that such shares have been paid at the time of the distribution.

OTHER PROVISIONS

Liabilities of the members of the Board of Directors

     As with any other Mexican corporation, under the provisions of the Mexican
Securities Market Law, we or any stockholder or group of stockholders holding at
least 5% of our capital stock may directly file a civil liability action under
Mexican law against the members of the board of directors.

     The Mexican Securities Market Law expressly sets forth the concept of "duty
of care" for the members of the board of directors; that is, they must act in
good faith and in the company's best interest. From a practical point of view,
this means that the members of the board of directors must request and review
information, require the presence of relevant managers and external advisors in
board meetings, postpone board meetings as a result of incomplete information,
attend board meetings regularly and disclose relevant information to the board
and/or the committees.

     The Mexican Securities Market Law expressly sets forth the concept of "duty
of loyalty" for the members of the board of directors, that is, that they must
maintain confidentiality, avoid conflicts of interest and not favor their own
interest or the interests of certain groups. From a practical point of view, the
members of the board of directors must abstain from voting on issues in which
they have a conflict of interest, follow guidelines for the approval of
transactions with related parties, refrain from using or taking advantage of the
assets of the company or its subsidiaries and refrain from using privileged
information and from taking advantage of business opportunities. A lack of
loyalty may result in criminal penalties of up to twelve years of imprisonment.

     In addition to the foregoing, our bylaws provide that a member of the board
of directors will be liable to us and our stockholders in the following
circumstances:

     -    negligence resulting in the loss of more than two-thirds of our
          capital stock,

     -    fraud resulting in our bankruptcy,

     -    exceeding board authority or breach of duties under our bylaws,


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<PAGE>

     -    participation in the resolution of issues where a conflict of interest
          exists that results in damages to us,

     -    negligence resulting in company obligations or agreements violating
          legal or statutory provisions, and

     -    failure to report irregularities in actions of former board members.

     The members of the board are liable to our stockholders only for the loss
of net worth suffered as a consequence of disloyal acts carried out in excess of
their authority or in violation of our bylaws.

Information to Stockholders

     The Mexican General Law on Business Corporations establishes that
companies, acting through their boards of directors, must annually present a
report at a stockholder's meeting that includes:

     -    a report of the directors on the operations of the company during the
          preceding year, as well as on the policies followed by the directors
          and on the principal existing projects,

     -    a report explaining the principal accounting and information policies
          and criteria followed in the preparation of the financial information,

     -    a statement of the financial condition of the company at the end of
          the fiscal year,

     -    a statement showing the results of operations of the company during
          the preceding year, as well as changes in the company's financial
          condition and capital stock during the preceding year, and

     -    the notes which are required to complete or clarify the above
          mentioned information.

     In addition to the foregoing, our bylaws provide that the board of
directors should also prepare the information referred to above with respect to
any subsidiary that represents at least 20% of our net worth (based on the
financial statements most recently available).

Duration

     The duration of our corporate existence is indefinite.

Stockholders' Conflict of Interest

     Under Mexican law, any stockholder that has a conflict of interest with
respect to any transaction must abstain from voting on such a transaction at the
relevant stockholders' meeting. A stockholder that votes on a transaction in
which its interest conflicts with that of ASUR may be liable for damages in the
event the relevant transaction would not have been approved without such
stockholder's vote.


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<PAGE>

Directors' Conflict of Interest

     Under Mexican law, any director who has a conflict of interest with ASUR in
any transaction must disclose the conflict to the other directors and abstain
from voting. Any director who violates such provision will be liable to us for
any resulting damages or losses. Additionally, our directors may not represent
stockholders in the stockholders' meetings.

                               MATERIAL CONTRACTS

     Our subsidiaries are parties to the airport concessions granted by the
Ministry of Communications and Transportation under which we are required to
construct, operate, maintain and develop the airports in exchange for certain
benefits. See "--Sources of Regulation" and "--Scope of Concessions and General
Obligations of Concession Holders" under "Regulatory Framework" in Item 4.

     We are a party to a participation agreement with ITA and the Ministry of
Communications and Transportation which establishes the framework for several
other agreements to which we are a party. See "Item 7. Major Shareholders and
Related Party Transactions--Related Party Transactions--Arrangements with ITA."

     We have entered into a technical assistance agreement and option agreement
with ITA providing for management and consulting services. See "Item 7. Major
Shareholders and Related Party Transactions--Related Party
Transactions--Arrangements with ITA."

                                EXCHANGE CONTROLS

     Mexico has had free market for foreign exchange since 1991 and the
government has allowed the peso to float freely against the U.S. dollar since
December 1994. There can be no assurance that the government will maintain its
current foreign exchange policies. See "Item 3. Key Information--Exchange
Rates."

                                    TAXATION

     The following summary contains a description of the material anticipated
U.S. and Mexican federal income tax consequences of the purchase, ownership and
disposition of our Series B shares or ADSs by a beneficial holder that is a
citizen or resident of the United States or a U.S. domestic corporation or that
otherwise will be subject to U.S. federal income tax on a net income basis in
respect of our Series B shares or ADSs and that is a "non-Mexican holder" (as
defined below) (a "U.S. holder"), but it does not purport to be a comprehensive
description of all of the tax considerations that may be relevant to a decision
to purchase our Series B shares or ADSs. In particular, the summary deals only
with U.S. holders that will hold our Series B shares or ADSs as capital assets
and does not address the tax treatment of special classes of U.S. holders such
as dealers in securities or currencies, U.S. holders whose functional currency
is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or
more of our outstanding voting shares, tax-exempt organizations, financial
institutions, U.S. holders liable for the alternative minimum tax, securities
traders who elect to account for their investment in Series B shares or ADSs on
a mark-to-market basis and persons holding Series B shares or ADSs in a hedging
transaction or as part of a straddle, conversion or other integrated transaction
for U.S.


                                      115

<PAGE>

federal income tax purposes. In addition, the summary does not address any U.S.
or Mexican state or local tax considerations that may be relevant to a U.S.
holder.

     The summary is based upon the federal income tax laws of the United States
and Mexico as in effect on the date of this Form 20-F, including the provisions
of the income tax treaty between the United States and Mexico and protocol
thereto (the "Tax Treaty"), all of which are subject to change, possibly with
retroactive effect in the case of U.S. federal income tax law. Prospective
investors in our Series B shares or ADSs should consult their own tax advisors
as to the US, Mexican or other tax consequences of the purchase, ownership and
disposition of the Series B shares or ADSs, including, in particular, the effect
of any foreign, state or local tax laws and their entitlement to the benefits,
if any, afforded by the Tax Treaty.

     For purposes of this summary, the term "non-Mexican holder" shall mean a
holder that is not a resident of Mexico and that will not hold the Series B
shares or ADSs or a beneficial interest therein in connection with the conduct
of a trade or business through a permanent establishment or fixed base in
Mexico.

     For purposes of Mexican taxation, the definition of residency is highly
technical and residency results in several situations. Generally an individual
is a resident of Mexico if he or she has established his or her home in Mexico,
and a corporation is a resident if it is incorporated under Mexican law or it
has its center of interests in Mexico. An individual who has a home in Mexico
and another country will be considered to be a resident of Mexico if Mexico is
the individual's significant center of interest. An individual's significant
center of interest will be considered Mexico in the following circumstances,
among other factors: (i) when more than 50% of such person's total yearly income
originates in Mexico, and (ii) when Mexico is the individual's principal place
of business. Additionally, Mexican officers and employees working for the
Mexican government but living outside of Mexico will be considered to be Mexican
residents even if their significant center of interest is not in Mexico.
However, any determination of residence should take into account the particular
situation or each person or legal entity.

     In general, for U.S. federal income tax purposes, holders of ADSs will be
treated as the beneficial owners of the Series B shares represented by those
ADSs.

TAXATION OF DIVIDENDS

Mexican Tax Considerations

     Under Mexican Income Tax Law provisions, dividends paid to non-Mexican
holders with respect to our Series B shares or ADSs are not subject to any
Mexican withholding tax.

U.S. Federal Income Tax Considerations

     The gross amount of any distributions paid with respect to the Series B
shares or ADSs, to the extent paid out of our current or accumulated earnings
and profits, as determined for U.S. federal income tax purposes, generally will
be includible in the gross income of a U.S. holder as ordinary income on the
date on which the distributions are received by the depositary and will


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<PAGE>

not be eligible for the dividends received deduction allowed to certain
corporations under the U.S. Internal Revenue Code of 1986, as amended. To the
extent that a distribution exceeds our current and accumulated earnings and
profits, it will be treated as a non-taxable return of basis to the extent
thereof, and thereafter as capital gain from the sale of Series B shares or
ADSs. Distributions, which will be made in pesos, will be includible in the
income of a U.S. holder in a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date they are received by the depositary whether
or not they are converted into U.S. dollars. If such distributions are converted
into U.S. dollars on the date of receipt, a U.S. holder generally should not be
required to recognize foreign currency gain or loss in respect of the
distributions.

     Subject to certain exceptions for short-term and hedged positions, the U.S.
dollar amount of dividends received by an individual U.S. holder prior to
January 1, 2011 with respect to the ADSs will be subject to taxation at a
maximum rate of 15% if the dividends are "qualified dividends." Dividends paid
on the ADSs will be treated as qualified dividends if: (i) the ADSs are readily
tradable on an established securities market in the United States, and (ii) the
issuer was not, in the year prior to the year in which the dividend was paid,
and is not, in the years in which the dividend is paid, a passive foreign
investment company (PFIC"). The ADSs are listed on the New York Stock Exchange,
and will qualify as readily tradable on an established securities market in the
United States so long as they are so listed. Based on our audited financial
statements and relevant market and shareholder data, we believe that we were not
treated as a PFIC for U.S. federal income tax purposes with respect to our 2005
taxable year. In addition, based on our audited financial statements and our
current expectations regarding the value and nature of our assets, the sources
and nature of our income, and relevant market and shareholder data, we do not
anticipate becoming a PFIC for our 2006 taxable year.

     The U.S. Treasury has announced its intention to promulgate rules pursuant
to which holders of ADSs or common stock and intermediaries through whom such
securities are held will be permitted to rely on certifications from issuers to
establish that dividends are treated as qualified dividends. Because such
procedures have not yet been issued, it is not clear whether we will be able to
comply with them. Holders of ADSs and common shares should consult their own tax
advisors regarding the availability of the reduced dividend tax rate in the
light of their own particular circumstances.

TAXATION OF DISPOSITIONS OF SHARES OR ADSS

Mexican Tax Considerations

     Gain on the sale or other disposition of ADSs by a non-Mexican holder will
not be subject to any Mexican tax. Deposits and withdrawals of our Series B
shares in exchange for ADSs will not give rise to Mexican tax or transfer
duties.

     Gain on the sale of our Series B shares by a non-Mexican holder will not be
subject to any Mexican tax if the transaction is carried out through the Mexican
Stock Exchange or other securities markets approved by the Mexican Ministry of
Finance, and provided certain requirements set forth by the Mexican Income Tax
Law are complied with. Sales or other dispositions of Series B shares made in
other circumstances generally would be subject to Mexican tax, except to the
extent that a holder is eligible for benefits under an income tax treaty


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<PAGE>

to which Mexico is a party. Under the Tax Treaty, a holder that is eligible to
claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains
realized on a sale or other disposition of the Series B shares in a transaction
that is not carried out through the Mexican Stock Exchange or such other
approved securities markets, so long as the holder did not own, directly or
indirectly, 25% or more of our capital stock (including ADSs) within the
12-month period preceding such sale or other disposition.

     For non-Mexican holders that do not meet the requirements referred to
above, gross income realized on the sale of the Series B shares will be subject
to a 5% Mexican withholding tax if the transaction is carried out through the
Mexican Stock Exchange. Alternatively, a non-Mexican holder can choose to be
subject to a 20% withholding rate on the net gain obtained, as calculated
pursuant to Mexican Income Tax Law provisions.

U.S. Tax Considerations

     Upon the sale or other disposition of the Series B shares or ADSs, a U.S.
holder generally will recognize capital gain or loss in an amount equal to the
difference between the amount realized on the sale or other disposition and such
U.S. holder's tax basis in the Series B shares or ADSs. Gain or loss recognized
by a U.S. holder on such sale or other disposition generally will be long-term
capital gain or loss if, at the time of the sale or other disposition, the
Series B shares or ADSs have been held for more than one year. Long-term capital
gain recognized by a U.S. holder that is an individual is subject to lower rates
of federal income taxation than ordinary income or short-term capital gain. The
deduction of a capital loss is subject to limitations for U.S. federal income
tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in
exchange for ADSs will not result in the realization of gain or loss for U.S.
federal income tax purposes.

     Gain, if any, realized by a U.S. holder on the sale or other disposition of
the Series B shares or ADSs generally will be treated as U.S. source income for
U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is
imposed on the sale or disposition of the Series B shares, a U.S. holder that
does not receive significant foreign source income from other sources may not be
able to derive effective U.S. foreign tax credit benefits in respect of these
Mexican taxes. U.S. holders should consult their own tax advisors regarding the
application of the foreign tax credit rules to their investment in, and
disposition of, Series B shares.

OTHER MEXICAN TAXES

     There are no Mexican inheritance, gift, succession or value added taxes
applicable to the ownership, transfer or disposition of the Series B shares or
ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the
Series B shares or ADSs may in certain circumstances cause a Mexican federal tax
to be imposed upon the recipient. There are no Mexican stamp, issue,
registration or similar taxes or duties payable by non-Mexican holders of the
Series B shares or ADSs.


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<PAGE>

U.S. BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS

     In general, information reporting requirements will apply to payments by a
paying agent within the United States to a non-corporate (or other non-exempt)
U.S. holder of dividends in respect of the Series B shares or ADSs or the
proceeds received on the sale or other disposition of the Series B shares or
ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder
fails to provide an accurate taxpayer identification number to the paying agent.
Amounts withheld as backup withholding tax will be creditable against the U.S.
holder's U.S. federal income tax liability, provided that the required
information is furnished to the U.S. Internal Revenue Service.


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<PAGE>

                              DOCUMENTS ON DISPLAY

     The materials included in this annual report on Form 20-F, and exhibits
hereto, may be viewed at the U.S. Securities and Exchange Commission's public
reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330
for further information on the public reference rooms. The Securities and
Exchange Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports and information statements and other
information regarding us. The reports and information statements and other
information about us can also be downloaded from the Securities and Exchange
Commission's website.


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<PAGE>

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

     We are principally exposed to market risks from fluctuations in foreign
currency exchange rates.

FOREIGN CURRENCY EXCHANGE RATE RISK

     Our principal exchange rate risk involves changes in the value of the peso
relative to the dollar. Historically, a significant portion of the revenues
generated by our airports (principally derived from passenger charges for
international passengers) has been denominated in or linked to the U.S. dollar,
although such revenues are collected in pesos based on the average exchange rate
for the prior month. In 2003, 2004 and 2005, approximately 39.7%, 42.0% and
38.1%, respectively, of our consolidated revenues were derived from passenger
charges for international passengers. Substantially all of our other revenues
are denominated in pesos. We estimate that substantially all of our consolidated
costs and expenses are denominated in pesos (other than the salaries of our
executive officers and the technical assistance fee, to the extent paid based on
the fixed minimum annual payment). Based upon a 10% depreciation of the peso
compared to the U.S. dollar as of December 31, 2005, we estimate that our
revenues would have decreased by Ps. 4.4 million.

     As of December 31, 2003, 2004 and 2005, 5.9%, 4.8% and 1.6%, respectively,
of our cash and marketable securities were denominated in dollars. Based upon a
10% depreciation of the peso compared to the U.S. dollar as of December 31,
2005, we estimate that the value of our cash and marketable securities would
have increased by Ps. 10.5 million.

     We did not have any foreign currency indebtedness at December 31, 2003,
2004 and 2005. In the event that we incur foreign currency denominated
indebtedness in the future, decreases in the value of the peso relative to the
dollar will increase the cost in pesos of servicing such indebtedness.

     At December 31, 2003, 2004 and 2005, we did not have any outstanding
forward foreign exchange contracts.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable.


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                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

     Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

     We have evaluated, with the participation of our chief executive officer
and chief financial officer, the effectiveness of our disclosure controls and
procedures as of December 31, 2005. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control objectives.
Based upon our evaluation, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures were effective to
provide reasonable assurance that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

     There has been no change in our internal control over financial reporting
during 2005 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

     Our board of directors has designated George J. Vojta, an independent
director as required by the Mexican Securities Market Law and applicable NYSE
listing standards, as an "audit committee financial expert" within the meaning
of this Item 16A. See "Item 6. Directors, Senior Management and
Employees--Directors."

ITEM 16B. CODE OF ETHICS

     We have adopted a code of ethics, as defined in Item 16B of Form 20-F under
the Securities Exchange Act of 1934, as amended. Our code of ethics applies to
our chief executive officer, chief financial officer, chief accounting officer
and persons performing similar functions as well as to our other officers and
employees. Our code of ethics is filed as an exhibit to this Form 20-F and is
available on our website at www.asur.com.mx. If we amend the provisions of our
code of ethics that apply to our chief executive officer, chief financial
officer, chief


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accounting officer and persons performing similar functions, or if we grant any
waiver of such provisions, we will disclose such amendment or waiver on our
website at the same address.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT AND NON-AUDIT FEES

     The following table sets forth the fees billed to us by our independent
auditors, PricewaterhouseCoopers, during the fiscal years ended December 31,
2004 and 2005:

<TABLE>
<CAPTION>
                        YEAR ENDED DECEMBER 31,
                        -----------------------
                              2004    2005
                             -----   -----
                          (THOUSANDS OF PESOS)
<S>                     <C>          <C>
Audit fees ..........        4,187   4,339
Audit-related fees ..           --      --
Tax fees ............          222     170
Other fees ..........           --   1,798
                             -----   -----
   TOTAL FEES .......        4,409   6,308
                             =====   =====
</TABLE>

     Audit fees in the above table are the aggregate fees billed by
PricewaterhouseCoopers in connection with the audit of our annual financial
statements and the review of our interim financial statements.

     Tax fees in the above table are fees billed by PricewaterhouseCoopers for
tax compliance.

     Other fees in the above table are fees billed by PricewaterhouseCoopers in
2005 for compliance with the Sarbanes-Oxley Act of 2002.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

     Our audit committee has not established pre-approval policies and
procedures for the engagement of our independent auditors for services. Our
audit committee expressly approves on a case-by-case basis any engagement of our
independent auditors for audit and non-audit services provided to our
subsidiaries or to us.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

     Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

     The table below sets forth, for the periods indicated, the total number of
shares purchased by us or on our behalf, or by an affiliated purchaser or on
behalf of an affiliated purchaser, the average price paid per share, the total
number of shares purchased as a part of a publicly announced repurchase plan or
program and the maximum number (or approximate dollar value) of shares that may
yet be purchased under our plans and programs.


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<PAGE>

<TABLE>
<CAPTION>
                 (A) TOTAL   (B) AVERAGE    (C) TOTAL NUMBER OF SHARES
                 NUMBER OF    PRICE PAID      PURCHASED AS PART OF         (D) MAXIMUM NUMBER OF SHARES
                   SHARES     PER SHARE    PUBLICLY ANNOUNCED PLANS OR   THAT MAY YET BE PURCHASED UNDER
     2004        PURCHASED     IN PESOS              PROGRAMS                 THE PLANS OR PROGRAMS
--------------   ---------   -----------   ---------------------------   -------------------------------
<S>              <C>         <C>           <C>                           <C>
JANUARY 1-31         --           --                    --                              --
FEBRUARY 1-28        --           --                    --                              --
MARCH 1-31           --           --                    --                              --
APRIL 1-30           --           --                    --                              --
MAY 1-31             --           --                    --                              --
JUNE 1-30            --           --                    --                              --
JULY 1-31            --           --                    --                              --
AUGUST 1-31          --           --                    --                              --
SEPTEMBER 1-30       --           --                    --                              --
OCTOBER 1-31         --           --                    --                              --
NOVEMBER 1-30        --           --                    --                              --
DECEMBER 1-31        --           --                    --                              --
                    ---          ---                   ---                             ---
2004 TOTAL           --           --                    --                              --
                    ---          ---                   ---                             ---

     2005

JANUARY 1-31         --           --                    --                              --
FEBRUARY 1-28        --           --                    --                              --
MARCH 1-31           --           --                    --                              --
APRIL 1-30           --           --                    --                              --
MAY 1-31             --           --                    --                              --
JUNE 1-30            --           --                    --                              --
JULY 1-31            --           --                    --                              --
AUGUST 1-31          --           --                    --                              --
SEPTEMBER 1-30       --           --                    --                              --
OCTOBER 1-31         --           --                    --                              --
NOVEMBER 1-30        --           --                    --                              --
DECEMBER 1-31        --           --                    --                              --
                    ---          ---                   ---                             ---
2005 TOTAL           --           --                    --                              --
                    ---          ---                   ---                             ---
</TABLE>

On April 27, 2006, our stockholders approved the allocation of 44%, or Ps. 247.7
million, of our net profits for the fiscal year ended December 31, 2005 to the
share repurchase reserve account. The stockholders approved the allocation of
Ps. 339.7 million, or 54% of net profits, to the share repurchase reserve in
2005.

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

     Not applicable.

ITEM 18. FINANCIAL STATEMENTS

     See pages F-1 through F-42, incorporated herein by reference. The following
is an index to the financial statements:


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<PAGE>

     CONSOLIDATED FINANCIAL STATEMENTS FOR GRUPO AEROPORTUARIO DEL SURESTE,
S.A.B. DE C.V. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm..................    F-1

Consolidated Balance Sheets as of December 31, 2004 and 2005.............    F-3

Consolidated Statements of Income for the Years Ended
   December 31, 2003, 2004 and 2005......................................    F-4

Consolidated Statements of Changes in Stockholders' Equity for the Years
   Ended December 31, 2003, 2004 and 2005................................    F-5

Consolidated Statements of Changes in Financial Position for the Years
   Ended December 31, 2003, 2004 and 2005................................    F-6

Notes to Consolidated Financial Statements...............................    F-7
</TABLE>


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<PAGE>

ITEM 19. EXHIBITS

     Documents filed as exhibits to this annual report:

<TABLE>
<CAPTION>
EXHIBIT NO.                               DESCRIPTION
-----------                               -----------
<S>           <C>
    1.1       An English translation of the Amended and Restated Bylaws
              (Estatutos Sociales) of the Company.

    2.1       Deposit Agreement among the Company, The Bank of New York and all
              registered holders from time to time of any American Depositary
              Receipts, including the form of American Depositary Receipt
              (incorporated by reference to our registration statement on Form
              F-1 (File No. 333-12486) filed on September 7, 2000).

    3.1       Trust Agreement among the Company, ITA and Bancomext, together
              with an English translation (incorporated by reference to our
              registration statement on Form F-1 (File No. 333-12486) filed on
              September 7, 2000).

    4.1       Amended and Restated Cancun Airport Concession Agreement and
              annexes thereto, together with an English translation and a
              schedule highlighting the differences between this concession and
              the Company's other concessions (incorporated by reference to our
              registration statement on Form F-1 (File No. 333-12486) filed on
              September 7, 2000).

    4.2       Participation Agreement among the Company, the Mexican Federal
              Government through the Ministry of Communications and
              Transportation, Nacional Financiera, S.N.C. ("NAFIN"), Servicios
              Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun,
              S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de
              Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V.,
              Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A.
              de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de
              Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V.,
              Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen
              Airports A/S, Cintra Concesiones de Infraestructuras de
              Transporte, S.A., Groupe GTM, S.A., Inversiones y Tecnicas
              Aeroportuarias, S.A. de C.V. ("ITA"), Banco Nacional de Comercio
              Exterior, S.N.C. ("Bancomext") and Aeropuertos y Servicios
              Auxiliares ("ASA"), together with an English translation
              (incorporated by reference to our registration statement on Form
              F-1 (File No. 333-12486) filed on September 7, 2000).

    4.3       Amendment to the Participation Agreement, the Shareholders
              Agreement and the Technical Assistance Agreement among the Mexican
              Federal Government through the Ministry of Communications and
              Transportation, NAFIN, Bancomext, the Company, Servicios
              Aeroportuario del Sureste, S.A. de C.V., Aeropuerto de Cancun,
              S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de
              Huatulco, S.A. de C.V., Aeropuerto de Merida, S.A. de C.V.,
              Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto de Oaxaca, S.A.
              de C.V., Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de
              Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de
              C.V.; ITA, Triturados Basalticos y Derivados, S.A. de C.V.,
              Copenhagen Airports A/S, Cintra Concesiones de Infraestructura de
              Transporte, S.A. de C.V. and Groupe GTM, S.A. (incorporated by
              reference to our registration statement on Form F-1 (File No.
              333-12486) filed on September 7, 2000).

    4.4       Technical Assistance and Transfer of Technology Agreement among
              the Company, Servicios Aeroportuarios del Sureste, S.A. de C.V.,
              Aeropuerto de Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de
              C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Merida,
              S.A. de C.V., Aeropuerto de Minatitlan, S.A. de C.V., Aeropuerto
              de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V.,
              Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de
</TABLE>


                                      126

<PAGE>

<TABLE>
<S>           <C>
              Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados,
              S.A. de C.V., Copenhagen Airports A/S, Cintra Concesiones de
              Infraestructuras de Transporte, S.A., VINCI, S.A. and ITA,
              together with an English translation (incorporated by reference to
              our registration statement on Form F-1 (File No. 333-12486) filed
              on September 7, 2000).

     8.1       List of subsidiaries of the Company (incorporated by reference to
              our registration statement on Form F-1 (File No. 333-12486) filed
              on September 7, 2000).

    11.1      Code of Ethics (incorporated by reference to our Form 20-F filed
              on June 16, 2004).

    12.1      Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

    12.2      Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

    13.1      Certifications of Chief Financial Officer and Chief Executive
              Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                      127

<PAGE>

                                   SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this registration statement on its behalf.

                                        Grupo Aeroportuario del Sureste,
                                        S.A.B. de C.V.


                                        By: /s/ ADOLFO CASTRO RIVAS
                                            ------------------------------------
                                        Name:  Adolfo Castro Rivas
                                        Title: Chief Financial Officer

Dated: June 29, 2006


                                      128
<PAGE>

                        GRUPO AEROPORTUARIO DEL SURESTE,
                         S. A. DE C. V. AND SUBSIDIARIES

                    CONSOLIDATED AUDITED FINANCIAL STATEMENTS

                        DECEMBER 31, 2003, 2004 AND 2005

<PAGE>

                        GRUPO AEROPORTUARIO DEL SURESTE,
                         S. A. DE C. V. AND SUBSIDIARIES

                    CONSOLIDATED AUDITED FINANCIAL STATEMENTS

                        DECEMBER 31, 2003, 2004 AND 2005

                                      INDEX

<TABLE>
<CAPTION>
Contents                                                                 Page
--------                                                             -----------
<S>                                                                  <C>
Report of Independent Registered Public Accounting Firm              F - 1 and 2

Consolidated financial statements:

Consolidated balance sheets                                             F - 3

Consolidated statements of income                                       F - 4

Consolidated statements of changes in stockholders' equity              F - 5

Consolidated statements of changes in financial position                F - 6

Notes to the consolidated financial statements                       F - 7 - 40
</TABLE>

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
Grupo Aeroportuario del Sureste, S. A. de C.V. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Grupo
Aeroportuario del Sureste, S. A. de C.V. and Subsidiaries (Southeast Airport
Group) as of December 31, 2004 and 2005, and the related consolidated statements
of income, of changes in stockholders' equity and of changes in financial
position for each of the three years in the period ended December 31, 2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
Management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Grupo Aeroportuario
del Sureste, S. A. de C.V. and Subsidiaries as of December 31, 2004 and 2005,
and the results of operations, changes in stockholders' equity and changes in
financial position for each of the three years in the period ended December 31,
2005, in conformity with accounting principles generally accepted in Mexico.


                                       F-1

<PAGE>

Accounting principles generally accepted in Mexico vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in Note 16 to the consolidated financial statements.

PricewaterhouseCoopers S.C.


/s/ ALFONSO INFANTE LOZOYA
----------------------------------------
Alfonso Infante Lozoya

Mexico City
April 11, 2006


                                       F-2

<PAGE>

        GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
                            (SOUTHEAST AIRPORT GROUP)

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2004 AND 2005

        (Expressed in thousands of Mexican Pesos in purchasing power as
                             of December 31, 2005)

<TABLE>
<CAPTION>
                                                                            2004            2005
                                                                       -------------   -------------
<S>                                                                    <C>             <C>
ASSETS
Current assets:
Cash and marketable securities                                         Ps. 1,202,087   Ps. 1,533,583
Trade and other receivables, net (Note 3)                                    219,371         162,814
Recoverable taxes and other current assets                                    61,446         162,201
                                                                       -------------   -------------
Total current assets                                                       1,482,904       1,858,598
Improvements to concessioned assets, land, machinery, furniture and
   equipment, net of accumulated depreciation of Ps.269,170
   and Ps.369,873, respectively (Note 4)                                   1,603,609       2,177,648
Direct commercial operations rights, net of
   accumulated amortization of Ps, 9,989 and Ps 25,240, respectively          70,224          54,973
Airport concessions, net of accumulated amortization of
Ps.1,436,225  and Ps.1,675,317, respectively (Notes 5 and 6)               8,112,973       7,873,881
Rights to use airport facilities, net of accumulated
   amortization of Ps.538,625 and Ps.594,102,
   respectively (Notes 5 and 6)                                            2,219,893       2,098,322
                                                                       -------------   -------------
Total assets                                                           Ps.13,489,603   Ps.14,063,422
                                                                       =============   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable                                                 Ps.    11,367   Ps.    21,945
Accrued expenses and other payables (Note 7)                                 186,751         330,918
                                                                       -------------   -------------
Total current liabilities                                                    198,118         352,863
Seniority premiums                                                               505           6,293
Deferred income tax and employees' statutory profit
   sharing                                                                   553,869         678,538
                                                                       -------------   -------------
Total liabilities                                                            752,492       1,037,694
                                                                       -------------   -------------
Commitments and contingencies
Stockholders' equity (Note 8):
Capital stock                                                             11,854,992      11,854,992
Legal reserve                                                                 71,176         102,536
Reserve for repurchase of stock                                              165,249         505,011
Retained earnings                                                            645,694         563,189
                                                                       -------------   -------------
Total stockholders' equity                                                12,737,111      13,025,728
                                                                       -------------   -------------
Total liabilities and stockholders' equity                             Ps.13,489,603   Ps.14,063,422
                                                                       =============   =============
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       F-3

<PAGE>

        GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
                            (SOUTHEAST AIRPORT GROUP)

                        CONSOLIDATED STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005

       (Expressed in thousands of Mexican Pesos in purchasing power as of
                  December 31, 2005, except per share amounts)

<TABLE>
<CAPTION>
                                                                 For the years ended December 31,
                                                            ------------------------------------------
                                                                2003           2004           2005
                                                            ------------   ------------   ------------
<S>                                                         <C>            <C>            <C>
REVENUES:
Aeronautical services                                       Ps.1,255,930   Ps.1,530,620   Ps.1,456,568
Non-aeronautical services                                        338,248        511,210        607,240
                                                            ------------   ------------   ------------
Total revenues                                                 1,594,178      2,041,830      2,063,808
                                                            ------------   ------------   ------------
OPERATING EXPENSES:
Cost of services, excluding depreciation and amortization        401,886        482,920        536,375
Concession fee                                                    79,680        102,053        103,190
General and administrative expenses                              131,534        109,281        124,344
Depreciation and amortization                                    385,465        412,863        434,080
Technical assistance                                              50,136         69,187         66,430
                                                            ------------   ------------   ------------
Total operating expenses                                       1,048,701      1,176,304      1,264,419
                                                            ------------   ------------   ------------
Operating income                                                 545,477        865,526        799,389
                                                            ------------   ------------   ------------
COMPREHENSIVE FINANCING RESULT:
Interest income, net                                              57,920         46,961        102,533
Exchange gains (losses), net                                       6,140         (7,186)       (16,132)
Loss from monetary position                                      (37,741)       (69,438)       (63,654)
                                                            ------------   ------------   ------------
Net comprehensive financing income (cost)                         26,319        (29,663)        22,747
                                                            ------------   ------------   ------------
Income before taxes, employees' statutory profit
   sharing and extraordinary items                               571,796        835,863        822,136
Provisions for (Note 11):
   Asset tax                                                      49,124         24,489         21,626
   Deferred income tax and employees' statutory
      profit sharing                                             202,982        165,849        228,357
                                                            ------------   ------------   ------------
Income before extraordinary items                                319,690        645,525        572,153
Restructure and contract termination fees, net of
   deferred income taxes of Ps.9,122, and Ps.4,386,
   and nil, respectively                                         (17,715)       (18,304)            --
Loss on natural disaster, net of deferred income
Taxes of Ps.826, nil and Ps.3,612, respectively                   (1,763)            --         (8,964)
                                                            ------------   ------------   ------------
Net income                                                  Ps.  300,212   Ps.  627,221   Ps.  563,189
                                                            ============   ============   ============
Earnings per share (Note 8)                                 Ps.     1.00   Ps.     2.09   Ps.     1.88
                                                            ============   ============   ============
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       F-4
<PAGE>

        GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
                            (SOUTHEAST AIRPORT GROUP)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED ON DECEMBER 31, 2003 2004 AND 2005

       (Expressed in thousands of Mexican Pesos in purchasing power as of
                               December 31, 2005)

<TABLE>
<CAPTION>
                                                                  Reserve for                     Total
                                        Capital         Legal      repurchase     Retained    stockholders'
                                         stock         reserve      of stock      earnings        equity
                                     -------------   ----------   -----------   -----------   -------------
<S>                                  <C>             <C>          <C>           <C>           <C>
Balance at December 31, 2002         Ps.11,854,992   Ps. 43,718    Ps.          Ps. 274,853   Ps.12,173,563
Transfer to legal reserve                                12,447                     (12,447)
Recovered income tax paid on
   dividends                                                                        117,382         117,382
Dividends paid                                                                     (169,530)       (169,530)
Income tax paid on dividends                                                        (87,337)        (87,337)
Comprehensive income                                                                300,212         300,212
                                     -------------   ----------    ----------   -----------   -------------
Balance at December 31, 2003            11,854,992       56,165                     423,133      12,334,290
Transfer to legal reserve                                15,011                     (15,011)
Transfer to reserve for repurchase
   of stock                                                           165,249      (165,249)
Recovered income tax paid on
dividends                                                                            24,929          24,929
Dividends paid                                                                     (182,611)       (182,611)
Income tax paid on dividends                                                        (66,718)        (66,718)
Comprehensive income                                                                627,221         627,221
                                     -------------   ----------    ----------   -----------   -------------
Balance at December 31, 2004            11,854,992       71,176       165,249       645,694      12,737,111
Transfer to legal reserve                                31,360                     (31,360)
Transfer to reserve for repurchase
   of stock                                                           339,762      (339,762)
Dividends paid                                                                     (192,199)       (192,199)
Income tax paid on dividends                                                        (82,373)        (82,373)
Comprehensive income                                                                563,189         563,189
                                     -------------   ----------    ----------   -----------   -------------
Balance at December 31, 2005         Ps.11,854,992   Ps.102,536    Ps.505,011   Ps. 563,189   Ps.13,025,728
                                     =============   ==========    ==========   ===========   =============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       F-5

<PAGE>

        GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
                            (SOUTHEAST AIRPORT GROUP)

            CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
              FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005

       (Expressed in thousands of Mexican Pesos in purchasing power as of
                               December 31, 2005)

<TABLE>
<CAPTION>
                                                                 For the years
                                                               ended December 31,
                                                   -----------------------------------------
                                                       2003          2004           2005
                                                   -----------   ------------   ------------
<S>                                                <C>           <C>            <C>
Operating activities:
Net income before extraordinary items              Ps. 319,690   Ps.  645,525   Ps.  572,153
Adjustments to reconcile net income to
   resources provided by (used in)
   operating activities:
Depreciation and amortization                          385,465        412,863        434,080
Deferred income tax and employees'
   statutory profit sharing                            202,982        137,054        213,710
Changes in operating assets and liabilities:
Trade receivables                                        2,538        (34,055)        56,557
Recoverable taxes and other current assets             (85,696)        91,730       (100,755)
Recoverable asset tax                                 (109,861)      (125,922)       (99,822)
Trade accounts payable, accrued expenses
   and other payables                                   18,038         51,348        171,314
                                                   -----------   ------------   ------------
Resources provided by operating activities
   before extraordinary items                          733,156      1,178,543      1,247,237
Restructure and contract termination fees              (17,715)       (18,304)            --
Loss on natural disaster                                (1,763)            --         (8,964)
                                                   -----------   ------------   ------------
Resources provided by operating activities             713,678      1,160,239      1,238,273
                                                   -----------   ------------   ------------
Financing activities:
Dividends paid                                        (169,530)      (182,611)      (192,199)
Tax on dividends paid                                  (87,337)       (66,718)       (82,373)
Recovered income tax paid on dividends                 117,382         24,929             --
                                                   -----------   ------------   ------------
Resources used in financing activities                (139,485)      (224,400)      (274,572)
                                                   -----------   ------------   ------------
Investing activities:
Direct commercial operations rights                         --        (80,213)            --
Purchase of improvements to concessioned assets,
   land, machinery, furniture and equipment           (363,556)      (425,683)      (632,205)
                                                   -----------   ------------   ------------
Resources used in investing activities                (363,556)      (505,896)      (632,205)
                                                   -----------   ------------   ------------
Increase in cash and marketable
   securities                                          210,637        429,943        331,496
Cash and marketable securities, beginning
   of period                                           561,507        772,144      1,202,087
                                                   -----------   ------------   ------------
Cash and marketable securities, end of
   period                                          Ps. 772,144   Ps.1,202,087   Ps.1,533,583
                                                   ===========   ============   ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       F-6
<PAGE>

        GRUPO AEROPORTUARIO DEL SURESTE, S. A. DE C. V. AND SUBSIDIARIES
                            (SOUTHEAST AIRPORT GROUP)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (Expressed in thousands of Mexican Pesos in purchasing power
          as of December 31, 2005, except per share and share amounts)

1. FORMATION AND DESCRIPTION OF BUSINESS

Grupo Aeroportuario del Sureste, S. A. de C. V. ("ASUR"), a Mexican company, was
incorporated in April 1998, as a wholly-owned entity of the Mexican government
to operate, maintain and develop nine airports in the Southeast region of
Mexico. The nine airports are located in the following cities: Cancun, Cozumel,
Merida, Huatulco, Oaxaca, Veracruz, Villahermosa, Tapachula and Minatitlan. ASUR
and its subsidiaries are collectively referred to as the "Company".

In June 1998, the Ministry of Communications and Transportation granted to
Subsidiaries of ASUR the concessions to operate, maintain and develop the nine
airports of the Southeast group for a period of 50 years commencing on November
1, 1998, for Ps.11,772,764 (December 31, 2005 constant pesos), excluding value
added tax. The concession period may be extended by the parties under certain
circumstances. The acquisition cost of the airport concessions was paid through
the issuance of capital stock of ASUR (see Note 8). Beginning November 1, 1998,
the Company is required to pay the Mexican government annual concession fees
currently equal to 5% of each concession holder's gross annual revenues for the
use of public domain assets pursuant to the terms of its concessions.

Notwithstanding the Company's rights to operate, maintain and develop the nine
airports, pursuant to the Mexican General Law of National Assets, all the
permanent fixed assets in the airports are owned by the Mexican nation. Upon
expiration of the Company's concessions, these assets, including any
improvements made during the term of the concessions, automatically revert to
the Mexican nation.

In December 1998 and in March 1999, the Mexican government sold an aggregate 15%
equity interest in ASUR to Inversiones y Tecnicas Aeroportuarias, S. A. de C. V.
(ITA), pursuant to a public bidding process. ITA paid the Mexican government an
aggregate of Ps.1,165,076 (nominal), excluding interest, in exchange for: (i)
45,000,000 Class I Series BB shares representing 15% of ASUR's capital stock;
(ii) options to purchase newly issued shares representing 2%, 2% and 1% of total
shares outstanding at the time of exercise, each determined on a fully diluted
basis, from the Company; and (iii) the right and obligation to enter into
several agreements, including a technical assistance agreement, under terms
established during the bidding process. At December 31, 2003, ITA was a
consortium comprised of Copenhagen Airports A/S (25.5%), Grupo Vinci, S. A.
(24.5%), Ferrovial Aeropuertos, S. A. (24.5%), and Nacional Financiera, S. N. C.
(25.5%). In April 2004, Copenhagen Airports A/S increased its equity by 11% upon
acquiring the percentage of stock ownership of Ferrovial Aeropuertos, S. A.
Moreover, Mr. Fernando Chico Pardo became a stockholder of ITA, upon acquiring
24.5% previously held by Grupo Vinci, S. A., and 13.5% of the 24.5% that was
previously held by Ferrovial Aeropuertos, S. A. After these transactions, as of
December 31, 2004 ITA


                                       F-7

<PAGE>

shareholders consisted of Copenhagen Airports A/S (36.5%), Fernando Chico Pardo
(38%), and Nacional Financiera, S. N. C. (25.5%).

During 2004, the shares of ITA held by Nacional Financiera, S. N. C., were put
on sale through a bidding process. Mr. Fernando Pardo Chico exercised the
preemptive right that he had over these shares by paying 2% above the highest
price received during the bidding process. At the February 7, 2005, general
stockholders' meeting, the Shareholders approved the share sale.

With respect to the ASUR shares not held by ITA, on September 28, 2000, the
Mexican government held a public offer for 221,739,130 Series "B" shares
representing 73.9% ASUR's shares. On March 8, 2005, the Mexican government held
a public offer for 33,260,870 Series "B" shares represented 11.1% ASUR's
remaining shares it owned, As of December 31, 2005 ASUR's Shareholders are
represented by public investors (85%) and ITA (15%).

Series BB shares held by ITA grant ITA certain rights including the right to
name two members of the Boards of Directors of the Company, and veto rights with
respect to certain corporate shares. The technical assistance contract grants
ITA certain rights including the right to name and remove the chief executive
officer, and half the members of the Company's Executive Management.

In October 2005, Hurricane Wilma caused severe damage to large portions of
Cancun, Mexico. The storm resulted in extensive flooding in Cancun and Cozumel
airports, permanent damage in Terminal 1 building and temporary damage
(electrical installations, other equipment, etc.) in Terminal 2 building and
corporate offices building in Cancun airport.

As a result the Company wrote off Terminal 1 building, provided for the
estimated restoration costs for Terminal 2 building and corporate offices
building in Cancun airport, and incurred other non-impairment losses, all
classified as loss on natural disasters in the results of operations of the year
as indicated in the table below.

In addition, the Company recorded an asset related to the insurance recovery for
the loss recognized in the financial statements related to the effects of
Hurricane Wilma as follows.

The components of the loss on natural disaster for the year ended December 31,
2005 are as follows:

<TABLE>
<S>                                                                  <C>
Terminal 1 building write-off                                        Ps.  54,967
Restoration costs incurred during 2005                                    36,292
Provision for restoration costs at December 31, 2005                      64,242
Insurance deductible                                                       3,600
Other expenses                                                             7,041
Other losses for natural disaster in Veracruz Airport                      1,203
Insurance recovery                                                      (155,501)
Deferred taxes                                                            (2,880)
                                                                     -----------
Net loss on natural disasters for the year ended December 31, 2005   Ps.   8,964
                                                                     ===========
</TABLE>


                                       F-8

<PAGE>

From October to December 2005, passenger traffic at the Cancun and Cozumel
airports declined significantly comparing with the same period for 2004
(approximately 57.1% and 82.5%, respectively).

During December 2005, the insurance company gave advances to cover the losses
caused by Hurricane Wilma to the Cancun and Cozumel Airports totaling Ps103,000
and Ps8,000, respectively. The balance of the account receivable from the
insurance company as of December 31, 2005, is included in the caption
recoverable taxes and other current assets in the Balance Sheet, is Ps 44
million.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in Mexico ("Mexican GAAP") as
promulgated by the Mexican Institute of Public Accountants ("MIPA").

The principal accounting policies followed by the Company are as follows:

a) Basis of presentation

All significant intercompany balances and transactions have been eliminated. The
consolidated Subsidiaries of the Company are:

<TABLE>
<CAPTION>
                     Subsidiary                        Ownership interest (direct and indirect)
                     ----------                        ----------------------------------------
                                                                     2004    2005
                                                                    -----   -----
<S>                                                    <C>                  <C>
Aeropuerto de Cancun, S. A. de C. V.                                99.99%  99.99%
Aeropuerto de Cozumel, S. A. de C. V.                               99.99%  99.99%
Aeropuerto de Merida, S. A. de C. V.                                99.99%  99.99%
Aeropuerto de Huatulco, S. A. de C. V.                              99.99%  99.99%
Aeropuerto de Oaxaca, S. A. de C. V.                                99.99%  99.99%
Aeropuerto de Veracruz, S. A. de C. V.                              99.99%  99.99%
Aeropuerto de Villahermosa, S. A. de C. V.                          99.99%  99.99%
Aeropuerto de Tapachula, S. A. de C. V.                             99.99%  99.99%
Aeropuerto de Minatitlan, S. A. de C. V.                            99.99%  99.99%
Servicios Aeroportuarios del Sureste, S. A. de C. V.                99.99%  99.99%
                                                                    =====   =====
</TABLE>

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


                                      F-9

<PAGE>

b) Recognition of the effects of inflation

The consolidated financial statements have been prepared in accordance with
Bulletin B-10, "Recognition of the Effects of Inflation on Financial
Information" ("Bulletin B-10") issued by the MIPA, and determined as follows:

-    The consolidated statements of income and changes in stockholders' equity
     were restated applying Mexican National Consumer Price Index ("Mexican
     CPI") factors from the periods in which the transactions occurred. The
     consolidated financial statements of the Company for the years ended
     December 31, 2003 and 2004, have been restated for comparability purposes
     to December 31, 2005 purchasing power, by applying the restatement factors
     of 1.087 and 1.033, respectively.

-    The consolidated statements of changes in financial position present, in
     constant pesos, the resources provided by or used in operating, financing
     and investing activities.

The methodology for the restatement of the individual financial statement items
is as follows:

Restatement of non-monetary assets:

Machinery, furniture and equipment, net are recorded at acquisition cost,
restated using Mexican CPI factors from the date the asset was purchased to the
date of the financial statements. Depreciation expense is based on the restated
carrying value of the assets.

The rights to use the airport facilities, net and the airport concessions, net
were recorded based on the allocation of the purchase cost of the airport
concessions and the acquisition cost of the rights of Cancun Air, Dicas and
Aeropremier to the assets and liabilities acquired (see Notes 2(f), 5, and 6)
and are restated using Mexican CPI factors. Amortization expense is computed on
the restated carrying values of the rights to use the airport facilities and the
airport concessions.

Restatement of stockholders' equity:

The restatement of the Company's capital stock, contributed capital, legal
reserve, reserve for the repurchase of stock and retained earnings is determined
by applying Mexican CPI factors from the dates on which capital was contributed
and earnings were generated and reflects the amounts necessary to maintain the
stockholders' investment at the purchasing power of the original amounts.

Loss from monetary position:

Loss from monetary position represents the inflationary effect, measured by the
Mexican CPI, on the monetary assets and liabilities.

c) Cash and marketable securities

Cash and marketable securities includes cash, temporary investments and
marketable securities. As of December 31, 2004 and 2005, cash and marketable
securities consisted primarily of money market accounts and short-term Mexican
government bonds.


                                      F-10

<PAGE>

d) Embedded derivatives

Embedded derivatives are accounted for at fair value at the balance sheet date
in accordance with Bulletin C-10 "Derivative Financial Instruments and hedge
transactions".

e) Improvements to concessioned assets, land, machinery, furniture and
equipment, net

Depreciation of machinery, furniture and equipment is based upon the restated
carrying value of the assets and is recognized using the straight-line method
over the estimated useful lives of the assets. The useful lives of the Company's
machinery, furniture and equipment are as follows:

<TABLE>
<CAPTION>
                                       Years
                                      -------
<S>                                   <C>
Improvements to concessioned assets    10-50
Machinery and equipment                 10
Office furniture and equipment          10
Computer equipment                       3
Automotive equipment                     4
Other                                 various
</TABLE>

When assets are retired or otherwise disposed of, the restated cost and
accumulated depreciation are removed from the accounts and any gain or loss is
recorded in results of operations.

f) Rights to use airport facilities, environmental liabilities and airport
concessions

Rights to use airport facilities and airport concessions include the acquisition
of the nine airport concessions and the rights acquired from Cancun Air, Dicas
and Aeropremier. Although the Company has, through its concessions, the rights
to operate, maintain and develop the nine airports, all the permanent fixed
assets in the airports are owned by the Mexican nation. Upon termination of the
Company's concessions, these assets, including any improvements made during the
term of the concessions automatically revert to the Mexican nation.

The acquisition cost of the nine airport concessions and the acquisition cost of
rights acquired of others entities was allocated to the rights to use the
airport facilities and to certain environmental liabilities assumed with the
excess acquisition cost recorded as airport concessions. The amounts allocated
to the rights to use the airport facilities were based on the depreciated
replacement cost of the assets as determined by an independent appraiser. The
amounts allocated to the environmental liabilities assumed are based on
management's best estimate of the actual costs to be incurred and reflect the
terms of an agreement with the environmental authorities, (see Note 5).

The rights to use the airport facilities are being amortized on a straight-line
basis over the estimated remaining useful lives of the underlying assets. The
amounts allocated to the airport concessions are being amortized on a
straight-line basis over the life of the concessions and the rights acquired.


                                      F-11

<PAGE>

g) Review of the book value of long - lived assets

The Company estimates the recoverable value of the rights to use airport
facilities, airport concessions and improvements to concessioned assets to be
the estimated discounted future net cash flows from the nine airport concessions
in the aggregate. If the carrying value of the assets exceeds the recoverable
value an impairment loss is recognized. At December 31, 2004 and 2005, the
recoverable value exceeds the net book value.

The procedure and criterion used by the Company are in line with the provisions
of Bulletin C-15, "Impairment in the Value of Long-lived Assets and Their
Disposal", issued by the Accounting Principles Commission of the Mexican
Institute of Public Accountants, which went into effect on January 1, 2004.

h) Seniority premiums and employee severance pay

Seniority premiums to which employees are entitled after 15 years of service are
recorded as cost in the years in which the services are rendered, as required by
Bulletin D-3, "Labor Obligations", issued by the MIPA.

As of 2005, this bulletin requires that a liability be recognized for payments
made to employees at the end of their employment (severance pay), calculated on
the basis of the projected unit credit method. The initial effects were
recognized, as permitted by the accounting principle, over the average working
life of the employees and consequently had no effects on the consolidated
results of the period upon adoption. The accounting principle previously
required that severance pay be recognized in the accounting results of the year
in which amounts were paid.

i) Revenue recognition

Revenues are obtained from aeronautical services, which generally relate to the
use of airport infrastructure by air carriers and passengers, and from
non-aeronautical services.

Aeronautical services revenues consist of a passenger charge for each departing
passenger (excluding diplomats, infants, and transfer and transit passengers), a
landing charge based on the average between aircraft's maximum takeoff weight
and the zero-fuel weight and hour of arrival, aircraft parking charges based on
the time an aircraft is on the ground and hour of arrival, passenger walkway
charges for the connection of aircraft to the terminal, based on hour of
arrival, and airport security charges for each departing passenger. Aeronautical
services revenue is recognized as passengers depart, at the time of landings and
as services are provided, as the case may be.

Non-aeronautical services revenues consist primarily of the leasing of space in
the airport terminals, access fees received from third parties providing
handling, catering and other services at the airports and miscellaneous other
revenues.


                                      F-12
<PAGE>

Rental income is recognized on terminal space which is leased through operating
leases. Such leases stipulate either (i) fixed monthly rental fees (ii) fees
based on the greater of a minimum monthly rental fee, a specified percentage of
the lessee's monthly revenues or the number of departing passengers. Access fees
and other services revenues are recognized as services are provided. All amounts
are calculated and recognized on a monthly basis.

Under the Airport Law and its regulations, the Company's revenues are classified
as Airport Services, Complementary Services or Commercial Services. Airport
Services consist primarily of the use of runways, taxiways and aprons for
landings and departures, aircraft parking, the use of passenger walkways,
security services, hangars, automobile parking facilities as well as the general
use of terminal space and other infrastructure by aircraft, passengers and
cargo, including the lease of space essential for the operation of airlines and
complementary service providers. Complementary Services consist primarily of
ramp and handling services, catering, maintenance and repair and related
activities that provide support to air carriers. Revenues from access fees
charged to third parties providing complementary services are classified as
Airport Services. Commercial Services consist of services that are not
considered essential to the operation of an airport, such as the lease of space
to retailers, restaurants and banks.

The following table presents the Company's revenues for the years ended December
31, 2003, 2004 and 2005, using the classifications established under the Airport
Law and its regulations (see below for discussion of revenue regulation):

<TABLE>
<CAPTION>
                                                                 Year ended
                                                                December 31,
                                                 ------------------------------------------
                                                     2003           2004           2005
                                                 ------------   ------------   ------------
<S>                                              <C>            <C>            <C>
Regulated services:
   Airport services                              Ps.1,339,714   Ps.1,608,462   Ps.1,539,361
                                                 ------------   ------------   ------------
Non-regulated services:
   Airport services:
      Access fees from non-permanent
      ground transportation                             5,582          8,107          7,446
      Car parking lots and related access fees         22,150         26,592         32,714
      Other access fees                                 1,915          3,244          3,055
   Commercial services                                218,150        381,714        460,096
   Other services                                       6,667         13,711         21,136
                                                 ------------   ------------   ------------
Total non-regulated services                          254,464        433,368        524,447
                                                 ------------   ------------   ------------
                                                 Ps.1,594,178   Ps.2,041,830   Ps.2,063,808
                                                 ============   ============   ============
</TABLE>


                                      F-13

<PAGE>

j) Transactions in foreign currency and exchange rate differences

Monetary assets and liabilities denominated in foreign currencies are translated
into Mexican pesos at the exchange rates in effect as of the balance sheet
dates. Currency exchange fluctuations are included in income for the period and
reflected in comprehensive financing cost.

k) Deferred income tax, employees' statutory profit sharing and tax on
dividends

Deferred income tax is recorded using the full-liability method of assets and
liabilities, which consists of determining deferred income tax by applying the
corresponding tax rate to the differences between the book and tax values of
assets and liabilities at the date of the financial statements.

Deferred employees' statutory profit sharing is calculated based on nonrecurring
temporary differences between the book profit and the profit subject to
employees' statutory profit sharing.

Deferred income tax and employees' statutory profit sharing assets are reduced,
if necessary, by the amount of any tax benefits for which evidence does not
indicate that there is a high probability of future taxable income to realize
the assets.

Tax on dividends is recorded against retained earnings pursuant to Circular No.
35 issued by the MIPA. Any recovered tax on dividends previously paid is also
recorded in retained earnings.

l) Comprehensive income

Comprehensive income is represented by the net income plus items required by
specific accounting standards to be reflected in stockholders' equity but which
do not constitute capital contributions, reductions or distributions. It is
restated on the basis of Mexican CPI factors.

m) Earnings per share

Basic earnings per share were computed by dividing income available to
stockholders by the weighted-average number of shares outstanding (see Note 8).
Weighted-average shares outstanding for calculating diluted earnings per share
reflects the potential dilution that could occur if dilutive securities and
other contracts to issue common stock were exercised or converted into shares,
using the treasury stock method. Under the treasury stock method, proceeds
received from the assumed exercise of the stock options would be used to
repurchase the Company's shares at the average market price during the period.

The weighted average shares outstanding for calculating both basic and diluted
earnings per share was 300 million shares for the years ended December 31, 2003,
2004 and 2005. Options to purchase newly issued shares representing 5%, 3% and
3% of total shares outstanding, at the time of exercise, each determined on a
fully diluted basis, were outstanding during the years ended December 31, 2003,
2004 and 2005 but were not included in the computation of diluted earnings per
share because the assumed exercise would be antidilutive.


                                      F-14

<PAGE>

n) Concentrations

On March 8, 2005, the Mexican government sold their remaining 11.1% equity
interest in ASUR pursuant to a public offering, and therefore ceased to be
related party.

Trade receivables consist primarily of receivables from major domestic and
international airlines. Approximately 24% and 62% of trade receivables as of
December 31, 2005 and 2004, respectively were receivable from air carriers and
other entities controlled by Cintra S. A. de C. V. ("Cintra") including
Mexicana, Aeromexico, Aerocaribe, Aerocozumel and Aerolitoral. A majority of
Cintra's capital stock is owned by the Institute for the Protection of Bank
Savings, a decentralized entity within the Mexican federal public
administration, and by the Mexican government. Effectively on December 20, 2005,
Cintra completed the sale of Mexicana to Grupo Posadas, a Mexican large hotel
operator. Mexicana represented 32% of the 62% of December 31, 2004 receivables
and 7% and 10% of 2003 and 2004 revenue.

Approximately 23%, 19% and 19% of total revenues for the years ended December
31, 2003, 2004 and 2005, respectively, were generated from services provided to
the air carriers and other entities controlled by Cintra. In addition, a
significant portion of revenues is generated from services provided to a small
number of customers.

Further, approximately 74%, 77% and 75% of revenues during the years ended
December 31, 2003, 2004 and 2005, respectively, were generated from operations
at the Cancun International Airport.

As of December 31, 2004 and 2005, the Company maintained its cash and marketable
securities with a major Mexican brokerage firm and other Mexican financial
institutions. The Company would be adversely affected in the event of
non-performance by any of these institutions. Management does not anticipate
non-performance.

o) Recently issued accounting standards

Certain accounting standards, which were issued by the Mexican Institute of
Public Accountants (IMCP), went into effect on January 1, 2006. Management
considers that the adoption of these standards will not have a significant
effect on its financial position or results of operations.

As of June 1st, 2004, the Mexican Council for the Investigation and Development
of Financial Reporting Standards (Consejo Mexicano para la Investigacion y
Desarrollo de Normas de Informacion Financiera or CINIF) assumed responsibility
for accounting policy in Mexico. As part of this responsibility, and following a
process of analysis during the years 2004 and 2005, the CINIF issued a series of
Financial Reporting Regulations (Normas de Informacion Financiera or NIFs),
which became effective as of January 1st, 2006.

The NIFs aim to standardize the local regulations used by the various sectors of
the Mexican economy and to bring convergence, to the extent is possible with
International Financial Reporting Standards (IFRS).


                                      F-15

<PAGE>

The elements of the NIF structure that are compulsory as of January 1st, 2006
are as follows:

     -    NIFs and NIF Interpretations issued by the CINIF.

     -    Bulletins issued by the Accounting Principles Commission (Comision de
          Principios de Contabilidad or CPC) of the Mexican Institute of Public
          Accountants (Instituto Mexicano de Contadores Publicos or IMPC) that
          have not been modified, superseded or eliminated by new NIFs.

     -    The supplementary IFRS that are applicable.

CPC circulars will continue to be recommendations and will continue to form part
of NIFs until they are rendered obsolete, that is, until they are eliminated or
are no longer applicable as they are covered by an NIF.

It is considered that the following NIFs will not have any wide-reaching
implications for financial reporting:

NIF A-1 "Structure of Financial Reporting Regulations"
NIF A-2 "Basic Precepts"
NIF A-3 "User Needs and Objectives of Financial Statements"
NIF A-4 "Qualitative Characteristics of Financial Statements"
NIF A-5 "Basic Elements of Financial Statements"
NIF A-6 "Recognition and Assessment"
NIF A-7 "Presentation and Disclosure"
NIF A-8 "Supplementary Nature"
NIF B-1 "Accounting Changes and Correction of Errors"

3. TRADE RECEIVABLES, NET

As of December 31, 2004 and 2005, trade receivables, net consist of the
following:

<TABLE>
<CAPTION>
                                              December 31,
                                        -----------------------
                                           2004         2005
                                        ----------   ----------
<S>                                     <C>          <C>
Trade receivables                       Ps.225,299   Ps.172,560
Less: allowance for doubtful accounts       (5,928)      (9,746)
                                        ----------   ----------
Net                                     Ps.219,371   Ps.162,814
                                        ==========   ==========
</TABLE>

The following table presents the roll forward of the allowance for doubtful
accounts for the years ended December 31, 2003, 2004 and 2005:

<TABLE>
<CAPTION>
                                                    December 31,
                                         ---------------------------------
                                            2003        2004        2005
                                         ---------   ---------   ---------
<S>                                      <C>         <C>         <C>
Balance at the beginning of the period   (Ps.6,685)  (Ps.6,237)  (Ps.5,928)
</TABLE>


                                      F-16

<PAGE>

<TABLE>
<S>                                      <C>         <C>         <C>
Increases, applications and
   cancellations, net.                         193          --      (4,009)
Effects of inflation                           255         309         191
                                         ---------   ---------   ---------
Balance at the end of the period         (Ps.6,237)  (Ps.5,928)  (Ps.9,746)
                                         =========   =========   =========
</TABLE>

4. IMPROVEMENTS TO CONCESSIONED ASSETS, LAND, MACHINERY, FURNITURE AND EQUIPMENT

As of December 31, 2004 and 2005, improvements to concessioned assets, land,
machinery, furniture and equipment, net consists of the following:

<TABLE>
<CAPTION>
                                                  December 31,
                                          ---------------------------
                                              2004           2005
                                          ------------   ------------
<S>                                       <C>            <C>
Machinery and equipment                   Ps.   67,125   Ps.   69,067
Office furniture and equipment                  60,480         73,499
Automotive equipment                            97,595        133,127
Improvements to concessioned assets (a)      1,354,153      1,730,520
Others                                           4,284          9,079
                                          ------------   ------------
Total                                        1,583,637      2,015,292
Less: accumulated depreciation                (269,170)      (369,873)
                                          ------------   ------------
                                             1,314,467      1,645,419

Land                                                --        109,109
Construction in progress                       267,303        218,226
Advances to contractors                         21,839        204,894
                                          ------------   ------------
Net                                       Ps.1,603,609   Ps.2,177,648
                                          ============   ============
</TABLE>

Depreciation expense for the years ended December 31, 2003, 2004 and 2005 was
Ps. 65,858, Ps. 89,702 and Ps. 123,222, respectively.

(a)  Improvements to concessioned assets as of December 31, 2004 and 2005, were
     comprised of the following:

<TABLE>
<CAPTION>
                                  December 31,
                          ---------------------------
                              2004           2005
                          ------------   ------------
<S>                       <C>            <C>
Buildings                 Ps.  568,751   Ps.  672,398
Air side                       415,002        541,917
IT equipment                    94,049        173,449
Land side                       95,506        118,618
Technical installations         18,367         40,529
Machinery and equipment         26,304         39,190
Security equipment             121,820        127,742
Others                          14,354         16,677
                          ------------   ------------
Total                     Ps.1,354,153   Ps.1,730,520
                          ============   ============
</TABLE>


                                      F-17
<PAGE>

5. AIRPORT CONCESSIONS

As stated in Note 1, in June 1998, the Ministry of Communications and
Transportation granted to the Company the concessions to operate, maintain and
develop nine airports in the Southeast region of Mexico for Ps. 11,772,764
(December 31, 2005 constant pesos). The total cost of the airport concessions,
at the acquisition date, were allocated to the rights to use the airport
facilities based on the assets' depreciated replacement cost, as determined by
an independent appraiser, and to certain environmental liabilities assumed based
on management's best estimate of the actual costs to be incurred, with the
excess acquisition cost allocated to the airport concessions as follows:

<TABLE>
<CAPTION>
                                                     Remaining
                                                     estimated
                                                    useful life
                                                    -----------
                                                      (years)
<S>                                 <C>             <C>
Acquisition cost                    Ps.11,772,764
                                    =============
allocated to:
Rights to use airport facilities:
   Runways, taxiways, aprons        Ps. 1,465,749      40-42
   Buildings                              474,098      17-43
   Other infrastructure                   122,324         24
   Land                                   634,212         43
                                    -------------
                                        2,696,383
Environmental liabilities                 (14,383)
Airport concessions                     9,090,764         43
                                    -------------      =====
Total                               Ps.11,772,764
                                    =============
</TABLE>

Total amortization expense for the years ended December 31, 2003, 2004 and 2005,
was Ps. 260,765, Ps. 254,330, and Ps. 254,330, respectively.

Each of the Company's airport concessions contain the following basic terms and
conditions:

-    The concession holder should undertake the construction, improvement or
     maintenance of the facilities in accordance with its Master Development
     Plan and is required to update the plan every five years. (see Note 14).

-    The concession holder may only use the airport facilities for the purposes
     specified in the concession and must provide services in accordance with
     all applicable law and regulations and is subject to statutory oversight by
     the Ministry of Communications and Transportation.

-    The concession holder must pay a concession fee (currently 5% of each
     concession holder's gross annual revenues from the use of public domain
     assets pursuant to the terms of its concessions) as required by applicable
     law.


                                      F-18

<PAGE>

-    Fuel services and supply are to be provided by the Mexican Airport and
     Auxiliary Services Agency.

-    The concession holder must grant access to and the use of specific areas of
     the airport to government agencies to perform their activities inside the
     airports.

-    The concession may be terminated for non-performance if the concession
     holder fails to comply with certain of the obligations imposed by the
     concession as established in Article 27 or for the reasons specified in
     Article 26 of the Airport Law.

-    The terms and conditions of the regulations governing the operations of the
     Company may be modified by the Ministry of Communications and
     Transportation.

6. OTHER RIGHTS ACQUIRED

Effective June 30, 1999, the Company acquired the rights of Cancun Air and Dicas
to provide certain services at Cancun International Airport, the rights of
Aeropremier to provide certain services at Merida International Airport and
certain related machinery, furniture and equipment for cash and promissory notes
of approximately US$39.6 million.

Previously, the Mexican Airport and Auxiliary Services Agency granted Cancun Air
the right to construct, operate, maintain and develop the charter air terminal
and certain auxiliary facilities at Cancun International Airport through
December 19, 2006.

The Mexican Airport and Auxiliary Services Agency also granted Dicas the right
to construct, maintain and collect the revenues from the commercial activities
and passenger walkway charges generated by the satellite wing of the main
terminal building at the Cancun International Airport through 2010.

In December 1991, the Mexican Airport and Auxiliary Services Agency granted
Aeropremier the right to construct and operate a general aviation terminal, a
first class lounge, a tourism office and other commercial areas at Merida
International Airport through 2010.

Effective with the acquisition of the rights of Cancun Air, Dicas and
Aeropremier, the Company assumed the rights and obligations of Cancun Air, Dicas
and Aeropremier under their agreements with third parties.

The acquisition cost of the rights has been allocated to the rights to use the
underlying facilities based on the assets' depreciated replacement cost, as
determined by an independent appraiser, with the excess allocated to airport
concessions as follows:


                                      F-19

<PAGE>

<TABLE>
<CAPTION>
                                    Remaining estimated
                                        useful lives
                          2005            (years)
                       ----------   -------------------
<S>                    <C>          <C>
Acquisition cost       Ps.468,858
                       ==========
allocated to:
Rights to use:
Buildings (a)          Ps.  3,065          20-43
Other infrastructure        7,358           5-10
                       ----------
                           10,423
Airport concessions       458,435          0.5-4
                       ----------          =====
Total                  Ps.468,858
                       ==========
</TABLE>

a. As a result of the effects of Hurricane Wilma, the Company wrote off Terminal
1 building (see Note 1).

Amortization of the rights to use the underlying facilities is recorded on a
straight-line basis over the estimated remaining useful lives of the assets.
Amortization of amounts allocated to airport concessions is recorded over the
term of the rights acquired. Amortization expense for the years ended December
31, 2003, 2004 and 2005 was Ps.58,842, Ps. 58,842 and Ps. 41,277, respectively.

Through an agreement in March 2004, the Company terminated some lease agreements
early at the Aeropuerto de Cancun, S. A. de C. V., with one of its operators of
restaurants and convenience stores. The price of this transaction amounted to
seven million US dollars, and is being amortized by using the straight-line
method over the remaining lives of the original lease agreements signed by the
parties.

7. ACCRUED EXPENSES AND OTHER PAYABLES

As of December 31, 2004 and 2005, this account consists of the following:

<TABLE>
<CAPTION>
                                             December 31,
                                       -----------------------
                                          2004         2005
                                       ----------   ----------
<S>                                    <C>          <C>
Taxes payable                          Ps. 36,392   Ps. 37,327
Concession fees                            39,894       25,078
ITA                                        49,312       48,837
Provetecnia, S.A. de C.V.                      --       42,011
Provision for restoration costs, net           --       46,304
Other accruals                             61,153      131,361
                                       ----------   ----------
Total                                  Ps.186,751   Ps.330,918
                                       ==========   ==========
</TABLE>

8. STOCKHOLDERS' EQUITY

At December 31, 2004, the minimum fixed capital with no withdrawal rights is
$7,767,276 (nominal figure), represented by 300,000,000 ordinary nominative
Class I shares with no par value, fully


                                      F-20

<PAGE>

subscribed and paid in. The variable portion of the capital stock is represented
by ordinary nominative Class II shares. Both classes of shares are of the type
determined by the Stockholders at the meeting called to approve the issuance.

As of December 31, 2004 and 2005, capital stock was restated as follows:

<TABLE>
<CAPTION>
                    Nominal                       Restated
                     value       Restatement       value
                 ------------   ------------   -------------
<S>              <C>            <C>            <C>
Capital stock:
Fixed            Ps.7,767,276   Ps.4,087,716   Ps.11,854,992
                 ============   ============   =============
</TABLE>

ASUR and each of its Subsidiaries are legally required to allocate at least 5%
of their unconsolidated annual net income to a legal equity reserve fund. This
allocation must be continued until the equity reserve is equal to 20% of the
issued and outstanding capital stock of the relevant Company. Mexican
corporations may pay dividends only out of earnings after such allocation to the
reserve fund. As of December 31, 2004 and 2005, the consolidated reserve fund
balance was Ps. 15,011 and Ps. 31,360, respectively.

At the April 29, 2004 and April 28, 2005 general stockholders' meetings, the
shareholders agreed to establish a reserve for the repurchase of shares
amounting to Ps 165,249 (Ps. 152,028 nominal) and Ps 339,762 (Ps. 328,804
nominal), respectively, against retained earnings.

Stock Options

Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. did not exercise the
options, nor did they transfer or assign its options to any of its stockholders
during the periods ended on December 18, 2003, 2004 and 2005, respectively (see
Note 1).

Dividends

At the April 28, 2003 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps.169,530 (Ps.150,000 nominal),
or Ps.0.50 (nominal) per share, thus giving rise to an income tax on dividends
of Ps.87,337 (Ps.77,275 nominal), since they were not from the After-tax
Earnings Account (see note 11).

At the April 29, 2004 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps. 182,611 (Ps. 168,000
nominal), or Ps.0.56 (nominal) per share, thus giving rise to an income tax on
dividends of Ps. 66,718 (Ps. 61,380 nominal), since they were not from the
After-tax Earnings Account (see note 11).

At the April 28, 2005 general stockholders' meeting, the Company's stockholders
agreed to pay net dividends after income tax of Ps. 192,199 (Ps.186,000
nominal), or Ps. 0.62 (nominal) per share), thus giving rise to an income tax on
dividends of Ps. 82,373 (Ps. 79,714 nominal), since they were not from the
After-tax Earnings Account (see note 11).


                                      F-21

<PAGE>

During 2002, the Company requested an injunction against Article 11 of the
Income Tax Law, which requires that dividends be grossed up in the event the
dividends are not paid from the After-tax Earnings Account. During 2003 and
2004, the Company recovered Ps. 117,382 and Ps. 24,929 of such gross up. Those
amounts were credited against retained earnings. During 2004, the Company
utilized Ps. 79,481 (nominal) against its other tax obligations.

During 2005, the Company requested an injunction against Article 11 of the
Income Tax Law, which requires that dividends be grossed up in the event the
dividends are not paid from the After-tax Earnings Account. As of the report
date there is no resolution.

Dividend will be tax free if paid out of the CUFIN (Net Taxable Income Account).
Dividends paid in excess of the CUFIN balance will be subject to a tax
equivalent to 40.84% and 38.91% if paid during fiscal 2006 and 2007,
respectively. Tax due will be payable by the Company. It may be credited against
Income Tax of the year or the Income Tax of the two immediately following fiscal
years. Dividends paid will not be subject to any withholding tax.

In case of a capital reduction, any excess of stockholders' equity over paid-in
capital accounts balances will be given the same tax treatment as a dividend, in
accordance with the procedures provided for in the Income Tax Law.

Substantially all consolidated profits of the Company were generated by its
Subsidiaries. Retained earnings can be distributed to the Stockholders of ASUR
to the extent that its Subsidiaries have distributed profits to ASUR.

Earnings per share

Earnings per share for the years ended December 31, 2003, 2004 and 2005, are
presented as follows:

<TABLE>
<CAPTION>
                                       2003       2004       2005
                                    ---------   --------   --------
<S>                                 <C>         <C>        <C>
Income before extraordinary items   Ps. 1.06    Ps. 2.15   Ps. 1.91
Extraordinary items                 Ps.(0.06)   Ps.(0.06)  Ps.(0.03)
                                    --------    --------   --------
Net income                          Ps. 1.00    Ps. 2.09   Ps. 1.88
                                    ========    ========   ========
</TABLE>

9. RENTALS UNDER OPERATING LEASES

The Company leases commercial space inside and outside the terminals to third
parties under operating leases. The following is a schedule by years of minimum
future rentals on noncancelable operating leases as of December 31, 2005
including minimum secured commercial lease agreements per passenger:


                                      F-22
<PAGE>

Period ending December 31:

<TABLE>
<S>          <C>
2006         Ps.  330,323
2007              332,451
2008              357,574
2009              382,261
2010              345,286
Thereafter        459,746
             ------------
Total        Ps.2,207,641
             ============
</TABLE>

10. FOREIGN CURRENCY BALANCES AND TRANSACTIONS

The foreign currency position of monetary items at December 31, 2004 and 2005,
were as follows:

<TABLE>
<CAPTION>
                                      Foreign currency    Period end       Mexican
                                           amounts       exchange rate      pesos
                                      ----------------   -------------   -----------
                                         (thousands)                     (thousands)
<S>                                   <C>                <C>             <C>
DECEMBER 31, 2004
Assets:
Cash and marketable securities            US$56,088        Ps.11.1495     Ps.625,388
Prepaids                                        571           11.1495          6,366
Funds placed in trust                         1,000           11.1495         11,149
                                          =========                       ==========
Liabilities:
Accrued expenses and other payables       US$ 1,892           11.1495         21,094
                                          =========        ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                      Foreign currency    Period end       Mexican
                                           amounts       exchange rate      pesos
                                      ----------------   -------------   -----------
                                         (thousands)                     (thousands)
<S>                                   <C>                <C>             <C>
DECEMBER 31, 2005
Assets:
Cash and marketable securities           US$20,803         Ps.10.6344     Ps.221,422
Prepaids                                     1,043            10.6344         11,097
Deposits                                        36            10.6344            379
Clients:                                     2,213            10.6344         23,534
                                         =========         ==========     ==========
Liabilities:
Accrued expenses and other payables      US$ 6,636            10.6344         70,569
Deposits                                       348            10.6344          3,698
                                         =========                        ==========
</TABLE>


                                      F-23

<PAGE>

The principal foreign currency transactions during the year ended December 31,
2003, 2004 and 2005, were as follows:

<TABLE>
<CAPTION>
                                      Foreign currency      Average        Mexican
                                           amounts       exchange rate      pesos
                                      ----------------   -------------   -----------
                                         (thousands)                     (thousands)
<S>                                   <C>                <C>             <C>
YEAR ENDED DECEMBER 31, 2003
Income statement:
Technical assistance fees and
   related costs                          US$2.196          Ps.10.97      Ps.24,090
Professional services expenses               1,111             10.93         12,143
Other                                        1,240             10.53         13,057
                                          ========          ========      =========
YEAR ENDED DECEMBER 31, 2004
Income statement:
Technical assistance fees and
   related costs                          US$2,322          Ps.11.59      Ps.26,912
Professional services expenses                 664             11.82          7,848
Other                                        1,199             11.65         13,968
                                          ========          ========      =========
</TABLE>

<TABLE>
<CAPTION>
                                      Foreign currency      Average        Mexican
                                           amounts       exchange rate      pesos
                                      ----------------   -------------   -----------
                                         (thousands)                     (thousands)
<S>                                   <C>                <C>             <C>
YEAR ENDED DECEMBER 31, 2005
Income statement:
Technical assistance fees and
   related costs                          US$2,311          Ps.10.84      Ps.25,048
Professional services expenses               1,916             12.58         24,111
Other                                           38             11.02            419
                                          ========          ========      =========
</TABLE>

The prevailing exchange rate between the Mexican Peso and the US dollar at
December 31, 2004 and 2005 was Ps. 11.1495 and Ps. 10.6344, per US dollar,
respectively. The exchange rate was Ps. 11.0956 per US dollar on April 11, 2006.

11. INCOME TAX, ASSET TAX AND EMPLOYEES' STATUTORY PROFIT SHARING

The Company does not currently prepare a consolidated tax return.

Under current Mexican Income Tax Law, ASUR and its Subsidiaries must pay the
higher of the income tax or the asset tax. The asset tax is a minimum tax, which
is calculated as 1.8% of the average tax value of virtually all of the Company's
assets (including the airport concessions), less the average tax value of
certain liabilities (basically liabilities with Mexican residents excluding
those with financial institutions or their intermediaries). The average tax
value of each asset or liability is calculated differently depending on its
classification under the tax law. In 2003, 2004 and 2005, the Company incurred
Ps. 158,997, Ps. 161,454 and Ps. 135,775, respectively in asset taxes of which
Ps.49,128, Ps.53,284 and Ps. 36,273, respectively were directly charged to
income for the year, since there was no certainty of its recoverability in the
future. The asset tax balance (after adjustments for recoverability)


                                      F-24

<PAGE>

is estimated to be recovered in the following ten years, when income tax
incurred exceeds asset tax in any of those years. The asset tax is restated by
applying factors derived from the NCPI.

Employees' statutory profit sharing in Mexico is determined for each Subsidiary,
rather than on a consolidated basis.

The components of income tax and employees' statutory profit sharing expense for
the years ended December 31, 2003, 2004 and 2005 are as follows:

<TABLE>
<CAPTION>
                             For the years ended December 31,
                           ------------------------------------
                              2003         2004         2005
                           ----------   ----------   ----------
<S>                        <C>          <C>          <C>
Income tax-deferred        Ps.202,982   Ps.165,849   Ps.228,357
                           ----------   ----------   ----------
Provision for income tax   Ps.202,982   Ps.165,849   Ps.228,357
                           ==========   ==========   ==========
</TABLE>

The following items represent the principal differences between income tax
computed at the statutory tax rate and the Company's provision for income taxes
for the years ended December 31, 2003, 2004 and 2005:

<TABLE>
<CAPTION>
                                             For the
                                           years ended
                                          December 31,
                                       ------------------
                                       2003   2004   2005
                                       ----   ----   ----
<S>                                    <C>    <C>    <C>
Tax at statutory rate                  (34%)  (33%)  (30%)
Non-deductible items and other
   permanent differences                 1%     6%     4%
Increase in valuation allowance, net    (3%)   (3%)   (1%)
Change in income tax rate                1%    14%     1%
                                       ---    ---    ---
Provision for income taxes             (35%)  (16%)  (26%)
                                       ===    ===    ===
</TABLE>

As a result of the amendments enacted to the Income Tax Law enacted on November
13, 2004, the Income Tax rate will be 29% and 28% in 2006 and 2007,
respectively. Accordingly, the effect of these reductions of the Income Tax rate
was considered in the valuation of deferred income tax, thereby reducing the
related liability at December 31, 2004 by the amount of $ 117,617, and
increasing net income by the same amount.

The tax and employee's statutory profit sharing effects of temporary differences
that give rise to significant deferred tax and employee's statutory profit
sharing assets and liabilities at December 31, 2004 and 2005, are as follows:


                                      F-25
<PAGE>

<TABLE>
<CAPTION>
                                                                      December 31,
                                                            -------------------------------
                                                                 2004             2005
                                                            --------------   --------------
<S>                                                         <C>              <C>
DEFERRED INCOME TAX
Deferred tax assets:
   Tax loss carryforwards                                   Ps.    429,310   Ps.    574,380
   Other                                                            18,405           48,651
   Valuation allowance                                             (79,865)         (72,330)
                                                            --------------   --------------
                                                                   367,850          550,701
Deferred tax liabilities:
   Airport concessions, rights to use
      airport facilities and machinery furniture
      and equipment                                             (1,236,919)      (1,666,650)
   Other                                                           (22,404)          (1,261)
                                                            --------------   --------------
                                                                (1,259,323)      (1,667,911)
                                                            --------------   --------------
Net deferred tax liabilities before recoverable asset tax         (891,473)      (1,117,210)
Recoverable asset tax, net of valuation allowance
of Ps.137,993  and Ps.174,266, respectively                        376,346          476,168
                                                            --------------   --------------
Net deferred tax liabilities                                    (Ps515,127)      (Ps641,042)
                                                            ==============   ==============
DEFERRED EMPLOYEES' STATUTORY PROFIT SHARING:
Net deferred employees' statutory profit sharing
   liabilities recognized in respect of all the non
   recurring temporary differences generated in
   the year ended December 31, 2000, between the
   tax and the book basis                                       (Ps.38,742)      (Ps.37,496)
                                                            --------------   --------------
Net deferred income tax and employees'
   statutory profit sharing liabilities                        (Ps.553,869)     (Ps.678,538)
                                                            ==============   ==============
</TABLE>

Based on the weight of available evidence as of December 31, 2004 and 2005,
valuation allowances were recognized for the amount of the net deferred tax
assets as of December 31, 2004 and 2005, for which evidence does not indicate
that there is a high probability of future taxable income to realize the assets.

For tax purposes, the Company is currently amortizing the value of its airport
concessions at rates ranging from 6% to 15%. Tax losses (including those
generated from the tax amortization of the airport concessions) may be carried
forward until the expiration of the initial term of the concessions. As of
December 31, 2004 and 2005, the Company had tax loss carryforwards of
approximately Ps. 1,533,249 and Ps. 2,051,361, respectively.


                                      F-26

<PAGE>

12. TECHNICAL ASSISTANCE AGREEMENT

In connection with the sale of the Series "BB" shares to Inversiones y Tecnicas
Aeroportuarias, S. A. de C. V., ASUR entered into a technical assistance
agreement with Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. in which
Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. and its Stockholders
agreed to provide management and consulting services and transfer industry
expertise and technology to ASUR in exchange for a technical assistance fee. The
agreement has an initial fifteen-year term and is automatically renewed for
successive five-year terms, unless one party provides the other a notice of
termination within a specified period prior to a scheduled expiration date. The
Company may only exercise its termination right pursuant to a Stockholder's
resolution. Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. began
providing assistance under the agreement on April 19, 1999.

Under the agreement, the Company agreed to pay an annual fee equal to the
greater of a fixed fee or 5% of the Company's earnings prior to deducting the
technical assistance fee and before comprehensive financing cost, income taxes
and depreciation and amortization, determined in accordance with Mexican GAAP.
For the years 1999, 2000, 2001, 2002 and 2003 and thereafter the fixed fee is
equal to US$5 million, US$5 million, US$3 million, US$3 million and US$2
million, respectively. Each year the fixed fee will be increased by the rate of
inflation in the US. ASUR must also pay the value-added tax on the payment
amount.

For the years ended on December 31, 2003, 2004 and 2005, technical assistance
expenses were Ps. 50,136, Ps. 69,187 and Ps. 66,430, respectively.

Inversiones y Tecnicas Aeroportuarias, S. A. de C. V. is also entitled to
reimbursement for the out-of-pocket expenses it incurs in its provision of
services under the agreement.

Inversiones y Tecnicas Aeroportuarias, S. A. de C. V.'s Series "BB" shares were
placed in a trust to, among other things, ensure performance under the technical
assistance agreement.

13. RELATED PARTY TRANSACTIONS

On March 8, 2005, the Mexican government sold its remaining 11.1% equity
interest in ASUR pursuant to a public offering, and creased to be related party.

In addition to the revenues earned from Cintra, the Company recorded revenues
from several Mexican federal and state government agencies. Revenues from
related parties excluding Cintra were Ps.6,946, Ps. 12,267 and Ps. 1,005 for the
years ended December 31, 2003, 2004 and the period from January to February
2005, respectively.

During the years ended December 31, 2003 and 2004, and the period from January
to February 2005, the Company recorded expenses of Ps. 58,997, Ps. 63,918 and
Ps. 10,028, respectively, for electricity, waste disposal, water and other
services obtained from entities or agencies of the Mexican federal


                                      F-27

<PAGE>

government, and others expenses of Ps 31,328 for other services obtained from
other related parties by the year ended December 31, 2005.

Also, see notes 2(n), 8 and 12 for disclosures concerning certain other
transactions with related parties.

14. COMMITMENTS AND CONTINGENCIES

Commitments:

     In 2005, the Company entered into a new 60 month operating lease for its
     corporate offices with monthly payments of US$ 17,832. In 2004, the Company
     entered into an 11 month operating lease for its corporate offices with
     monthly payments of US$ 26,385.

     Rental expense was approximately Ps. 4,104, Ps.3,467 and Ps. 4,325 for the
     years ended December 31, 2003, 2004 and 2005, respectively.

     On December 30, 2003, the Company received the Ministry of Communications
     and Transportation approval for its Master Development Plan ("MDP") for
     each of the nine airports for the period from 2004 through 2008. Based on
     the MDPs presented, the Company has agreed to make total improvements of $
     1,715,190 from 2004 through 2008, the commitments for the next three years
     as follows:

<TABLE>
<CAPTION>
Period   Amount (1)
------   ----------
<S>      <C>
2006     Ps.173,113
2007        287,039
2008        197,108
         ----------
Total    Ps.657,260
         ==========
</TABLE>

(1)  Expressed in thousands of pesos in purchasing power as of December 31, 2005
     applying Mexican National Construction Price Index factors according with
     the MDP's terms.

Contingencies:

a)   The operations of the Company are subject to Mexican federal and state laws
     and regulations relating to the protection of the environment. Under these
     laws, regulations have been issued concerning water and air pollution,
     environmental impact studies, noise control and hazardous wastes. The
     Ministry of the Environment, Natural Resources and Fishing can bring
     administrative, civil and criminal proceedings against companies that
     violate environmental laws and has the power to close non-complying
     facilities.

b)   At present, there are labor-law claims against the Company. The Company is
     in the judicial process. Moreover, no ruling has been handed down at the
     date of this report.

c)   Claims have been asserted against the Company by the municipality of
     Veracruz or the payment of property taxes in respect of the land comprising
     the airports in this community. Based on the


                                      F-28
<PAGE>

     opinion of outside counsel, management believes that there is no legal
     basis for these claims and the Company intends to take legal action to have
     the claims dismissed.

Management does not believe that any liabilities relating to these claims are
likely to have a material adverse effect on the Company's consolidated financial
condition or results of operations.

15. SEGMENT INFORMATION

The Company evaluates and assesses its performance on an airport-by-airport
basis prior to the allocation of employee and other costs from Servicios
Aeroportuarios del Sureste, S.A. de C.V. ("Servicios"), the Company's
wholly-owned subsidiary which employs certain of the Company's employees. The
performance of Servicios is evaluated and assessed separately by management. All
of the airports provide substantially the same services to their customers.
Summarized financial information concerning the Company's reportable segments
including Cancun International Airport ("Cancun"), Merida International Airport
("Merida"), Villahermosa Airport ("Villahermosa") and Servicios is shown in the
following table. The financial information of the remaining six airports and
that of the parent holding company (including ASUR's investment in its
subsidiaries) have been aggregated and included as "Other". The elimination of
ASUR's investment in its subsidiaries is included in the consolidation
adjustments column.

<TABLE>
<CAPTION>
Year ended                                                                                                    Consolidation
DECEMBER 31, 2003            Cancun       Merida     Villahermosa    Servicios       Other       adjustments      Total
-----------------         ------------  -----------  ------------  ------------  -------------  ------------  -------------
<S>                       <C>           <C>          <C>           <C>           <C>            <C>           <C>
Total revenues            Ps.1,173,516  Ps. 111,657   Ps. 71,839    Ps.172,647   Ps.   252,054   (Ps.187,535)  Ps.1,594,178
Operating
income (loss)                  546,526       11,573       17,588         1,606         (31,816)                     545,477
Total assets                 8,692,954    1,046,013      719,295        35,764      15,232,832   (12,702,556)    13,024,302
Capital expenditures           107,482       45,275       28,235         3,274         179,291                      363,557
Depreciation and
   amortization                243,180       32,295       19,979         2,025          87,986                      385,465
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED                                                                                                     Consolidation
DECEMBER 31, 2004            Cancun        Merida     Villahermosa    Servicios       Other       adjustments      Total
-----------------         ------------  ------------  ------------  ------------  -------------  ------------  -------------
<S>                       <C>           <C>           <C>           <C>           <C>            <C>           <C>
Total revenues            Ps.1,560,732  Ps.  121,096   Ps. 79,934    Ps.183,281   Ps.   296,376   (Ps.199,589)  Ps.2,041,830
Operating income (loss)        823,009        14,811       20,493         9,828         196,974      (199,589)       865,526
Total assets                 9,213,899     1,036,628      707,105        34,060      15,623,099   (13,125,188)    13,489,603
Capital expenditures           270,741        18,537       27,272         1,137         107,996                      425,683
Depreciation and
   amortization                263,205        35,770       21,194         2,157          90,537                      412,863

</TABLE>

<TABLE>
<CAPTION>
Year ended                                                                                                     Consolidation
DECEMBER 31, 2005            Cancun        Merida     Villahermosa    Servicios       Other       adjustments      Total
-----------------         ------------  ------------  ------------  ------------  -------------  ------------  -------------
<S>                       <C>           <C>           <C>           <C>           <C>            <C>           <C>
Total revenues            Ps.1,546,192  Ps.  132,048    Ps. 88,599   Ps.179,344   Ps.   314,915   (Ps.197,290)  Ps.2,063,808
Operating income (loss)        749,794        18,734        25,902       (2,399)        204,648      (197,290)       799,389
Total assets                 9,734,268     1,046,682       735,977       29,999      15,974,887   (13,458,391)    14,063,422
Capital expenditures           455,302        23,678        65,550        4,899          82,776                      632,205
Depreciation and
   amortization                274,303        37,753        22,254        2,194          97,576                      434,080
</TABLE>

The accounting policies of the reportable segments are the same as those
described in note 2.


                                      F-29

<PAGE>

16. DIFFERENCES BETWEEN MEXICAN GAAP AND US GAAP

The Company's consolidated financial statements are prepared in accordance with
Mexican GAAP, which differ in certain significant respects from Generally
Accepted Accounting Principles in the United States of America ("US GAAP"). The
Mexican GAAP consolidated financial statements include the effects of inflation
as provided for under Bulletin B-10 and its amendments (see note 2), whereas
consolidated financial statements prepared in accordance with US GAAP are
presented on a historical cost basis. The reconciliation does not include the
reversal of adjustments to the financial statements for the effects of inflation
required under Mexican GAAP because the application of Bulletin B-10 represents
a comprehensive measure of the effects of price level changes in the
inflationary Mexican economy and, as such, is considered a more meaningful
presentation than historical cost-based financial reporting for both Mexican and
US accounting purposes.

The principal differences between Mexican GAAP and US GAAP and the effect on the
Company's net income and stockholders' equity are presented below with an
explanation of the adjustments:

<TABLE>
<CAPTION>
                                                           For the year ended December 31,
                                                       ---------------------------------------
                                                           2003          2004          2005
                                                       -----------   -----------   -----------
<S>                                                    <C>           <C>           <C>
RECONCILIATION OF NET INCOME:
Net income as reported under
   Mexican GAAP                                        Ps. 300,212   Ps. 627,221   Ps. 563,189
                                                       -----------   -----------   -----------
US GAAP adjustments:
(A) Amortization of airport concessions                    181,852       181,852       181,852
(A) Amortization of rights to use airport facilities        20,187        17,287        16,251
(B) Depreciation of machinery, furniture
    and equipment                                            4,807            --            --
(C) Contract termination fee on leasehold agreement             --       (70,224)       15,251
(D) Deferred technical assistance fees                      (5,096)           --            --
(E) Tax on dividends, net                                   37,420       (40,179)      (82,373)
(F) Professional fees for recovered tax
    on dividends                                            (7,375)       (1,617)           --
(G) Deferred employees' statutory profit sharing          (102,648)     (101,350)     (241,073)
(H) Deferred income taxes, net of
    inflation effects                                     (136,500)     (356,244)       (1,154)
                                                       -----------   -----------   -----------
Total US GAAP adjustments                                   (7,353)     (370,475)     (111,246)
                                                       -----------   -----------   -----------
Net income under US GAAP                               Ps. 292,859   Ps. 256,746   Ps. 451,943
                                                       ===========   ===========   ===========
Basic and diluted earnings per share                   Ps.    0.98   Ps.    0.86   Ps.    1.51
                                                       ===========   ===========   ===========
</TABLE>


                                      F-30

<PAGE>

<TABLE>
<CAPTION>
                                                            As of December 31,
                                                      -----------------------------
                                                           2004            2005
                                                      -------------   -------------
<S>                                                   <C>             <C>
RECONCILIATION OF STOCKHOLDERS' EQUITY:
Total stockholders' equity reported under
   Mexican GAAP                                       Ps.12,737,111   Ps.13,025,728
                                                      -------------   -------------
US GAAP adjustments:
(A) Airport concessions                                  (7,969,769)     (7,787,917)
(A) Rights to use airport facilities                       (474,800)       (458,549)
(C) Contract termination fee on leasehold agreement         (70,224)        (54,973)
(G) Deferred employees' statutory profit
    sharing                                                 512,684         271,575
(H) Deferred income taxes                                 2,224,844       2,223,690
                                                      -------------   -------------
Total US GAAP adjustments                                (5,777,265)     (5,806,138)
                                                      -------------   -------------
Total stockholders' equity under US GAAP              Ps. 6,959,846   Ps. 7,219,590
                                                      =============   =============
</TABLE>

A summary of the Company's statement of changes in stockholders' equity with
balances determined under US GAAP are as follows:

<TABLE>
<S>                            <C>
Balance at December 31, 2003   Ps.6,885,711
Net income                          256,746
Dividends declared                 (182,611)
                               ------------
Balance at December 31, 2004      6,959,846
Net income                          451,943
Dividends declared                 (192,199)
                               ------------
Balance at December 31, 2005   Ps.7,219,590
                               ============
</TABLE>

The following tables present the condensed consolidated balance sheets and
statements of income of the Company, including all US GAAP adjustments, as of
December 31, 2004 and 2005, and for the years ended December 31, 2003, 2004 and
2005.

<TABLE>
<CAPTION>
                                                   As of December 31,
                                              ---------------------------
                                                  2004           2005
                                              ------------   ------------
<S>                                           <C>            <C>
ASSETS
Current assets:
Cash and cash equivalents                     Ps.  983,774   Ps.1,073,715
Other current assets                               499,130        784,883
                                              ------------   ------------
Total current assets                             1,482,904      1,858,598
                                              ------------   ------------
Improvements to concessioned assets, land,
   machinery, furniture and equipment - net      1,603,610      2,177,648
Airport concessions - net                          143,205         85,964
Rights to use airport facilities - net           1,745,094      1,639,773
Deferred employees' statutory profit
   sharing                                         475,189        234,115
Deferred income taxes                            1,707,699      1,582,437
                                              ------------   ------------
Total assets                                  Ps.7,157,701   Ps.7,578,535
                                              ============   ============
</TABLE>


                                      F-31

<PAGE>

<TABLE>
<CAPTION>
                                                  As of December 31,
                                             ---------------------------
                                                 2004           2005
                                             ------------   ------------
<S>                                          <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Seniority premiums                           Ps.      505   Ps.    6,293
Other current liabilities                         197,350        352,652
                                             ------------   ------------
Total liabilities                                 197,855        358,945
                                             ------------   ------------
Capital                                         6,473,674      6,473,674
Legal reserve                                      71,176        102,536
Reserve for repurchase of stock                   165,249        505,011
Retained earnings                                 249,747        138,369
                                             ------------   ------------
Total stockholders' equity                      6,959,846      7,219,590
                                             ------------   ------------
Total liabilities and stockholders' equity   Ps.7,157,701   Ps.7,578,535
                                             ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                 For the years ended December 31,
                                            ------------------------------------------
                                                2003           2004           2005
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Net revenues                                Ps.1,594,178   Ps.2,041,830   Ps.2,063,808
                                            ------------   ------------   ------------
Cost of services (1)                            (524,004)      (585,824)      (777,448)
General and administrative expenses (1)         (136,629)      (210,623)      (124,344)
Depreciation and amortization                   (178,641)      (203,774)      (220,726)
Other expenses                                  (137,191)      (172,858)      (182,196)
                                            ------------   ------------   ------------
Operating expenses                              (979,465)    (1,173,079)    (1,304,714)
                                            ------------   ------------   ------------
Operating income                                 617,713        868,751        759,094
                                            ------------   ------------   ------------
Net comprehensive financing income (cost)         15,363        (33,567)        21,931
Income tax expense (2)                          (340,217)      (578,438)      (329,082)
                                            ------------   ------------   ------------
Net income                                  Ps.  292,859   Ps.  256,746   Ps.  451.943
                                            ------------   ------------   ------------
</TABLE>

(1)  Exclusive of depreciation and amortization.

(2)  Consists of assets tax, tax on dividends and income taxes.


                                      F-32

<PAGE>

(A) Airport concessions, rights to use airport facilities and environmental
liabilities

Under Mexican GAAP, the acquisition cost of the nine airport concessions was
allocated to the rights to use the airport facilities and to the environmental
liabilities assumed, with the remainder allocated to airport concessions. The
amount allocated to the rights to use the airport facilities was based on the
results of an independent appraisal. The fair values of the environmental
liabilities assumed are based on management's best estimate of the actual costs
to be incurred and reflect the terms of a new agreement with the environmental
Authorities.

The rights to use the airport facilities, environmental liabilities and the
airport concessions were transferred between entities under common control.
Under US GAAP, the rights to use the airport facilities and the environmental
liabilities were recorded equal to their historical book value (Ps. 1,859,926
and Ps. 24,252, respectively, at November 1, 1998) and no value was assigned to
the airport concessions from the predecessor.

(B) Depreciation of, machinery, furniture and equipment

Under Mexican GAAP, the value assigned to the machinery, furniture and equipment
acquired from the Mexican government was equal to the purchase cost. The
purchase cost was fully paid through the issuance of shares in the Company.

Under US GAAP, the value assigned to the machinery, furniture and equipment was
equal to the historical cost of the assets as recorded by the predecessor. At
December 31, 2003, the difference in value was fully depreciated.

(C) Contract termination fee on leasehold agreements

Under Mexican GAAP, the Company capitalized a one-time termination fee on a
concessionaire's leases at the Cancun airport, which is being amortized over the
remaining lives of the original lease agreements (see note 6). Under US GAAP,
pursuant to SFAS 146 "Accounting for Costs Associated with Exit or Disposal
Activities" this fee represents a contract termination cost that should be
expensed when the Company terminates the leases. Therefore, a charge of Ps
70,224 has been reflected income in the US GAAP reconciliation in 2004 and the
2005 income reconciliation reflects the reversal of amortization expense
recorded under Mexican GAAP.

(D) Deferred technical assistance fee

Under Mexican GAAP, the fair value of stock based compensation is not recognized
in the financial statements.

Under US GAAP, Statement of Financial Accounting Standards ("SFAS") No. 123
"Accounting for Stock-Based Compensation" ("SFAS 123") requires that all
transactions with non-Employees in which goods or services are received for the
issuance of equity instruments must be accounted for based on the fair value of
the consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.


                                      F-33

<PAGE>

As disclosed in Note 1, ASUR granted ITA stock options to acquire additional
shares in ASUR provided that ITA has complied with its obligations under the
technical assistance agreement. Under US GAAP, the fair value of the options is
recognized as deferred technical assistance fee with a corresponding increase to
stockholders' equity. The deferred technical assistance fee is recognized as
additional compensation expense beginning from the date of grant through the
dates the options become exercisable for which the last date upon which such
options were exercisable was December 18,2003. The estimated fair value of the
options was Ps. 114,369 at the date of grant. The fair value was based on an
independent appraisal and determined using the Black-Scholes model. The US GAAP
income reconciliation for 2003 reflects the remaining stock compensation expense
for such options.

As of December 31, 2005 all options have been forfeited.

(E) Tax on dividends

Under Mexican GAAP, tax on dividends is recorded as a reduction of retained
earnings. For the years ended December 31, 2003, 2004 and 2005, the Company paid
tax on dividends amounting to Ps. 87,337, Ps. 66,718 and Ps. 82,373,
respectively. Under US GAAP, tax on dividends is recorded as a tax expense since
in accordance with Mexican Tax Law it can be used to reduce future taxable
income in the year incurred and the following two years. During the year ended
December 31, 2003, 2004 and 2005, the Company recovered Ps. 117,382, Ps. 24,929
and Ps. 0 (net of Ps. 7,375, Ps. 1,617 and Ps. 0 of related professional fees),
respectively, which under Mexican GAAP was recorded as a credit to retained
earnings. Under US GAAP, the recovered tax on dividends was recorded as an
income tax benefit in the income statement.

(F) Professional fees for recovered tax on dividends

Under Mexican GAAP, the Company recorded professional fees incurred in 2003 and
2004 in connection with the recovery of the tax on dividends against retained
earnings. Under US GAAP, these professional fees are not payments made to the
tax authorities and, accordingly, they are not classified in the income
statement as income tax expenses, but rather as other expenses.

(G) Employees' Statutory Profit Sharing

As stated in Note 10, the Company became subject to the employees' statutory
profit sharing beginning January 1, 2000.

Under Mexican GAAP, Bulletin D-4 requires the recognition of employees'
statutory profit sharing for all nonrecurring temporary differences generated
during the period.

Under US GAAP, Employees' statutory profit sharing is recognized in accordance
with the requirements of SFAS 109. Under this method, employees' statutory
profit sharing is recognized in respect of all temporary differences in the
period in which the asset or liability arose. In addition, under US GAAP the
benefit or expense recognized during the period is recorded in pretax earnings.


                                      F-34

<PAGE>

Through December 31, 2004, the Company calculates profit sharing liabilities as
10% of its net taxable income. In calculating the net taxable income for profit
sharing purposes, the Company deducts net operating loss, or NOL, carryforwards.
The application of NOL carryforwards can result in a deferred profit sharing
asset for a given period instead of a profit sharing liability.

On May 3, 2005, the Mexican Supreme Court ruled in a plenary session relating to
four cases that NOL carryforwards could not be deducted when calculating net
taxable income for profit sharing liability purposes. In light of these
decisions, the Company's management decided not to include the NOL carryforwards
in the calculation of its profit sharing liability.

The components of Employees' statutory profit sharing expense, prepared after
considering the impact of US GAAP adjustments, for the years ended December 31,
2003, 2004 and 2005 are as follows:

<TABLE>
<CAPTION>
             For the years ended December 31,
           ------------------------------------
              2003         2004         2005
           ----------   ----------   ----------
<S>        <C>          <C>          <C>
Deferred   Ps.102,648   Ps.101,350   Ps.241,073
           ----------   ----------   ----------
           Ps.102,648   Ps.101,350   Ps.241,073
           ==========   ==========   ==========
</TABLE>

The effects of temporary differences that give rise to significant deferred
employees' statutory profit sharing assets, prepared after considering the
impact of US GAAP adjustments, at December 31, 2004 and 2005 are as follows:

<TABLE>
<CAPTION>
                                                               December 31,
                                                         -----------------------
                                                            2004         2005
                                                         ----------   ----------
<S>                                                      <C>          <C>
Deferred assets:
Airport concessions, rights to use airport facilities
   and machinery, furniture and equipment                Ps.400,969   Ps.228,370
Tax loss carryforwards                                      153,325
Other                                                         6,175       22,329
Valuation allowance                                         (84,320)     (16,134)
                                                         ----------   ----------
                                                            476,149      234,565
Deferred liabilities                                           (961)        (450)
                                                         ----------   ----------
Net deferred employees' statutory profit sharing asset   Ps.475,188   Ps.234,115
                                                         ==========   ==========
</TABLE>

(H) Deferred income taxes

Accounting for income taxes in accordance with Bulletin D-4 is similar to
accounting for income taxes in accordance with US GAAP, SFAS No. 109 ("SFAS
109"), "Accounting for Income Taxes" as they relate to the Company.

Bulletin D-4 requires that the change in net deferred income taxes during the
period resulting from inflation on monetary deferred tax assets and liabilities
be recorded against the gain or loss on monetary position. For US GAAP purposes,
the Company applied the guidance in EITF 93-9, "Application of FASB Statement
No. 109 in Foreign Financial Statements Restated for General Price-


                                      F-35

<PAGE>

Level Changes" and consequently, the deferred tax expense is calculated
comparing beginning and ending deferred tax balances on a constant currency
basis (i.e. December 31, 2005 constant pesos). The monetary gain related to
deferred income taxes for the years ended December 31, 2003, 2004 and 2005
amounted to Ps. 10,956, Ps. 3,904 and Ps.816, respectively which have been
reflected in the deferred tax line item for USGAAP purposes.

The deferred tax adjustments required to reconcile stockholders' equity and net
income under Mexican GAAP to US GAAP as of and for the years ended December 31,
2003, 2004 and 2005, result from the differences in accounting for the airport
concessions, the rights to use airport facilities, the contract termination fee
on leasehold agreements and the difference in presenting the effects of
inflation.

For the year ended December 31, 2004 as a result of the tax rate reduction, the
Company reduced its deferred tax asset by Ps. 197,388 with a corresponding
charge to income.

The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities, prepared after considering the impact of US GAAP
adjustments, at December 31, 2004 and 2005 are as follows:

<TABLE>
<CAPTION>
                                                 December 31,
                                         ---------------------------
                                             2004           2005
                                         ------------   ------------
<S>                                      <C>            <C>
Deferred tax assets:
   Airport concessions, rights to use
      airport facilities and machinery
      furniture and equipment            Ps.1,122,714   Ps.  639,437
   Tax loss carryforwards                     429,310        574,380
   Recoverable asset tax                      514,384        650,405
   Recoverable tax on dividends               129,126         83,406
   Other                                       18,406         64,024
   Valuation allowance                       (503,500)      (427,954)
                                         ------------   ------------
                                            1,710,440      1,583,698
Deferred tax liabilities                       (2,741)        (1,261)
                                         ------------   ------------
Net deferred income tax assets           Ps.1,707,699   Ps.1,582,437
                                         ============   ============
</TABLE>

Based on cumulative tax losses in recent years, valuation allowances were
recognized as of December 31, 2004 and 2005, for the amount of the net deferred
tax assets (including net operating loss carryforwards) and asset tax credit
carryforwards for the airports of Huatulco, Minatitlan, Cozumel and Tapachula
and for Servicios Aeroportuarios del Sureste S.A. de C.V. and Grupo
Aeroportuario del Sureste, S.A. de C.V.


                                      F-36

<PAGE>

(I) Cash and marketable securities

Under Mexican GAAP, temporary investments and marketable securities, expected to
be held less than one year, are considered to be cash equivalents.

Under US GAAP, temporary investments and marketable securities with original
maturities greater than 90 days are considered to be short-term investments and,
accordingly, are shown separately from cash in the balance sheet and cash flow
statement.

(J) Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS
130"), for US GAAP purposes. SFAS 130 establishes rules for the reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements. SFAS 130 requires that all items that are
recognized under accounting standards as components of comprehensive income,
such as unrealized holding gains and foreign currency translation adjustments,
be reported in a financial statement that is displayed with the same prominence
as other financial statements.

(K) Restructure, contract termination fees and loss on natural disaster

Under Mexican GAAP, restructure costs, certain contract termination fees and
loss on natural disaster were charged against the results of operations as an
extraordinary item. Under US GAAP, restructure costs, contract termination fees
and loss from natural disaster would be considered an operating expense. These
charges have been reclassified as an operating expense in the US GAAP condensed
consolidated income statement.

(L) Supplemental Cash Flow Information

Mexican GAAP Bulletin B-12, "Statements of Changes in Financial Position"
("Bulletin B-12"), specifies the appropriate presentation of the statement of
changes in financial position. Under Bulletin B-12, the sources and uses of
resources are determined based upon differences between beginning and ending
consolidated financial statement balances in constant pesos. Under US GAAP, a
statement of cash flows is required, which presents only cash movements and
excludes non-cash items.

Presented below are statements of cash flows of the Company for the years ended
December 31, 2003, 2004 and 2005, prepared after considering the impact of US
GAAP adjustments. The cash flow statements present nominal cash flows during the
periods, adjusted to December 31, 2005, purchasing power.


                                      F-37

<PAGE>

<TABLE>
<CAPTION>
                                                                For the years ended December 31,
                                                           -----------------------------------------
                                                               2003          2004           2005
                                                           -----------   ------------   ------------
<S>                                                        <C>           <C>            <C>
Operating activities:
Net income under US GAAP                                   Ps. 292,859   Ps.  256,746   Ps.  451,943
Adjustments to reconcile net income to
cash flows provided by operating activities:
   Loss from monetary position                                  37,741         73,341         63,654
   Asset tax, tax on dividends and deferred income taxes       181,233        415,673        307,456
   Deferred employees' statutory profit sharing                102,640        101,343        241,073
   Depreciation and amortization                               178,641        203,774        220,726
   Other provisions                                              5,093                       188,659
   Write off of fixed assets                                                                  54,956
Changes in operating assets and liabilities:
   Trade receivables                                            (4,647)       (43,201)        66,753
   Recoverable taxes and other current assets                  (35,523)        39,779       (224,766)
   Trade accounts payable                                        8,374            835         10,945
   Accrued expenses and other payables                          24,394         39,017       (123,122)
                                                           -----------   ------------   ------------
Cash flows provided by operating activities                    790,810      1,087,306      1,258,277
                                                           -----------   ------------   ------------
Investing activities:
Short-term investments
Proceeds of short - Term investments                          (429,233)      (605,102)      (386,137)
Payments of short - Term investments                           190,369        690,703        120,270
Purchase of other rights and machinery
   furniture and equipment                                    (363,556)      (425,683)      (596,168)
                                                           -----------   ------------   ------------
Cash flows provided by (used in) investing
   activities                                                 (602,420)      (340,083)      (862,035)
                                                           -----------   ------------   ------------
Financing activities:
Payment of tax on dividends                                    (87,337)      (182,611)       (82,373)
Payment of dividends                                          (169,530)       (66,718)      (192,199)
                                                           -----------   ------------   ------------
Cash flows used in financing activities                       (256,867)      (249,328)      (274,572)
                                                           -----------   ------------   ------------
Effects of inflation on cash and cash equivalents               42,716         14,651        (31,729)
                                                           -----------   ------------   ------------
Decrease in cash and cash equivalents                          (25,761)       512,546         89,941
Cash and cash equivalents at beginning of period               496,989        471,228        983,774
                                                           -----------   ------------   ------------
Cash and cash equivalents at end of period                 Ps. 471,228   Ps.  983,774   Ps.1,073,715
                                                           ===========   ============   ============
Supplemental cash disclosures:
Asset tax and tax on dividends paid                        Ps. 246,321   Ps.  229,483   Ps.  218,148
                                                           ===========   ============   ============
Supplemental non-cash disclosures:
Recovered tax on dividends                                 Ps. 124,539   Ps.   26,546   Ps.       --
                                                           ===========   ============   ============
</TABLE>

(M) Recently Issued Accounting Standards

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
an Amendment of APB Opinion No. 29" ("SFAS 153"). APB Opinion No. 29,
"Accounting for Nonmonetary Transactions" ("APB29"), is based on the opinion
that exchanges of nonmonetary assets


                                      F-38

<PAGE>

should be measured based on the fair value of the assets exchanged. SFAS 153
amends APB 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets whose results are not expected to significantly change the
future cash flows of the entity. The provision of this statement should be
effective for monetary asset exchanges occurring in fiscal period beginning
after June 15, 2005. The Company does not expect that the adoption of SFAS 153
will have a material impact on the consolidated financial statements.

In December 2004, the FASB revised its SFAS No. 123 "Accounting for Stock Based
Compensation" ("SFAS 123R"). The revision establishes standards for the
accounting of transactions in which an entity exchanges its equity instruments
for goods or services, particularly transactions in which an entity obtains
employee services in share-based payment transactions. This revised statement
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award. That cost is to be recognized over the period during which the
Employee is required to provide service in exchange for the award. Changes in
fair value during the requisite service period are to be recognized as
compensation cost over that period. In addition, the revised statement amends
SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits be
reported as a financing cash flow rather than as a reduction of taxes paid. The
provisions of the revised statement are effective for financial statements
issued for the first interim or annual reporting period beginning after June 15,
2005, with early adoption encouraged. The Company does not expect that the
adoption of SFAS 123R will have a material impact on the consolidated financial
statements.

In June 2005, the FASB issued Emerging Issues Task Force (EITF) Issue No. 05-06,
"Determining the Amortization Period for Leasehold Improvements." EITF Issue No.
05-06 indicates that for operating leases, leasehold improvements that are
placed in service significantly after and not contemplated at or near the
beginning of the lease term should be amortized over the shorter of the useful
life of the assets or a term that includes required lease periods and renewals
that are deemed to be reasonably assured at the date the leasehold improvements
are purchased. Leasehold improvements acquired in a business combination should
be amortized over the shorter of the useful life of the assets or a term that
includes required lease periods and renewals that are deemed to be reasonably
assured at the date of acquisition. EITF Issue No. 05-06 is effective for
leasehold improvements that are purchased or acquired in reporting periods
beginning after June 28, 2005. The adoption of this EITF will not have an impact
on the Company's financial statements.

In October 2005, the FASB issued FASB Staff Position ("FSP") No. FAS13-1,
"Accounting for Rental Costs Incurred during a Construction Period. "FSP No. FAS
13-1 requires rental costs associated with operating leases that are incurred
during a construction period to be recognized as rental expense. FSP FAS 13-1 is
effective for reporting periods beginning after December 15, 2005. The
transition provisions of FSP No. FAS 13-1 permit early adoption and
retrospective application of the guidance. The adoption of this standard will
not have an impact on the Company's financial statements.

In February 2006, the FASB issued Statement of Financial Accounting Standards
No. 155, Accounting for Certain Hybrid Financial Instruments (SFAS 155). SFAS


                                      F-39

<PAGE>

155 permits fair value measurement for any hybrid financial instrument that
contains an embedded derivative that would otherwise require bifurcation and
separate accounting. An irrevocable election may be made at inception to measure
such a hybrid financial instrument at fair value, with changes in fair value
recognized through income. Such an election needs to be supported by concurrent
documentation. SFAS 155 is effective for fiscal years beginning after September
15, 2006, with early adoption permitted. The Company is currently considering
the impact that adoption will have on its consolidated results and financial
position.


                                      F-40