| | Exhibit 1.1UNOFFICIAL TRANSLATION
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BY-LAWS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V.

CHAPTER I

NAME, CORPORATE PURPOSE,
DURATION, DOMICILE AND NATIONALITY

ARTICLE 1. NAME.The company
shall be named FOMENTO ECONOMICO MEXICANO, and this name shall always be followed by
the words SOCIEDAD ANONIMA DE CAPITAL VARIABLE or their abbreviation, S.A. de C.V..

ARTICLE 2. CORPORATE PURPOSE.The purpose of the company is:

a). To incorporate,  organize,
 promote,  and establish all types of commercial and civil companies and  associations,
 and acquire any type of shares or interest thereon.

b). To acquire, own and sell
any bonds, shares,  interest,  or a participation in or any type of securities,  as well
as alienating and negotiating those securities or participation and in general to execute
any type of transactions with securities.

c). To provide or receive
advising services, consulting or other services regarding, industrial,  accounting,
 financial, legal and tax matters, as well as any other matters concerning the promotion
or management of companies.

d). To acquire, build,
produce, import, dispose, export and, in general,  negotiate with any type of industrial
equipment,  supplies or any other  necessary  elements for the pursuit of its  corporate
 purpose or of its  subsidiaries  or the  companies  with which it has commercial
relation.

e). To solicit, obtain,
 register,  purchase,  lease, assign, or in any other way use and dispose of trademarks,
 patents, trade names, copyrights, inventions and processes.

f). To acquire,  build,  lease
or by any other means  possess and operate all types of fixed or movable  assets as well
as real estate, which might be  necessary  or  convenient  to the  companys  corporate
 purpose,  as and to establish or by any other means to possess plants,  workshops,
 warehouses,  facilities,  offices and agencies as well as any property necessary to
pursue the companys corporate purpose.

g). To draw, accept,
subscribe,  endorse or guarantee any securities; to issue bonds with or without specific
guarantees,  become joint and several  debtor or  guarantor in any form  permitted by
law,  with respect to  obligations  of the company or  contracted  by third parties.

h). In general,  to carry out
all types of trade actions and execute all types of contracts and agreements,  as well as
transactions of any type that are convenient to pursue the aforementioned purposes.

ARTICLE 3. DURATION.The
duration of the company shall be 99 (ninety nine) years, beginning on May 30, 1936,
which is the date of inscription of the charter of incorporation of the company in the
Public Register of Commerce, and therefore will end on the same date on the year 2035.

ARTICLE 4. DOMICILE.The
domicile of the company is Monterrey, N.L., which domicile shall not be deemed to
have changed if the company establishes branches or offices in any other place within the
Mexican Republic or abroad.

ARTICLE 5. NATIONALITY.The
company is Mexican. Any foreigner, that at the time of incorporation of the company or
thereafter acquires a participation or becomes the owner of one or more shares of the
company shall be considered as Mexican with respect to that participation or
ownership, and may not invoke the protection of its own government. Failure to
comply with the foregoing paragraph may result in the forfeiture of such participation or
ownership in favor of the Mexican State.



CHAPTER II
CAPITAL STOCK AND SHARES

ARTICLE 6. CAPITAL STOCK.a).
The capital stock is variable. The minimum fixed capital that may not to be withdrawn
shall be the amount of $300,000,000 (Three Hundred Million Pesos). The variable portion
of the capital stock shall be unlimited. All shares shall be registered, freely
subscribable shares, none of which will have a face value.

b). The shares of the  capital
 stock of the  company  shall be divided  into the  following  series:  (i) series Bshares,
 which shall consist of common,  ordinary  shares with full voting  rights,  (ii) series L shares
with limited voting rights, and (iii)  series D shares with  limited  voting  rights,
 and which  during a period of 10 years  beginning  the date of their first issuance
shall have the right to receive a superior non-accumulative dividend as follows:

For a term of 10 (ten)  years,
 counted  from the date of its first  issuance,  the Series D Shares  shall  grant its
holders the right to receive a  non-accumulative  superior  dividend  equivalent  to a
125% (one  hundred  twenty five  percent) of the dividend that corresponds to the
ordinary Series B shares.

c).  Series B shares,  shall
at all times  represent at least 51% of the capital  stock of the company;  series Lshares
may represent up to 25% of the capital stock of the company;  and, series D shares,
 either  individually or together with the series L shares may  represent up to 49% of
the capital stock of the company.  Series D shares may de divided in  sub-series  D-Lrepresenting
up to 25% of the capital stock, and sub-series D-B which may represent the remaining
outstanding series D shares.

d). All  outstanding  series D shares
 shall be exchanged  automatically  after 10 years of the date of their first issuance
into limited voting series L shares,  and series B shares as follows:  The sub-series
 D-L shares shall be exchanged for series L shares and the sub-series  D-B shares
shall be exchanged for ordinary  series B shares.  Once the  sub-series  D-L and D-B shares
are converted,  the capital stock of Fomento  Económico  Mexicano,  S.A. de C.V. shall be
represented by ordinary series B shares,  which will represent at least 75% of the
capital stock,  and by limited voting series L shares,  which could represent up to 25%
of the capital stock of the Company.

e).  Shareholders of the
series D and L shares shall only have the right to vote at  extraordinary
 shareholdersmeetings dealing with the following  matters:  (i) transformation of the
company,  but not transformation  from a company with variable capital  stock to a
company  without  variable  capital  stock or vice versa,  (ii)  merger of the company
 when the company is not the surviving  entity,  or mergers with other  companies  where
those  companies have different  corporate  purpose than the company or its subsidiaries,
 (iii) change of nationality,  (iv)  dissolution and liquidation and (v)  cancellation of
the  registration of the series L shares or series D shares in The National  Register
of Securities and in other foreign stock markets where listed,  except in the case of
 conversion  of such  shares as provided  herein.  The  holders of series D or L shares
 shall have the right to  designate board members in accordance with the provisions of
article 25 of these by-laws.

f). The  shareholders of
series L shares and series D shares shall not have the right to determine the
management of the company or its  investments,  and shall only have those voting  rights
as  specified  in  paragraph  f) above,  and the right to appoint directors pursuant to
article 25 hereof.

g). The company may  authorize
 the  issuance of series B shares or series D shares or any of its  sub-series  in
stapled units as follows:  (i) B Units,  consisting of 5 series B shares,  or (ii) BD
Units,  consisting of 1 series B share, 2 sub-series D-L shares and 2 sub-series D-B shares.

The Stapled Units shall be
separated after 10 years from the date of their first issuance.  Upon its separation,
 the shares forming stapled units shall be exchanged,  in the case of B Units for the
corresponding  series B shares,  and in the case of BD Units for the corresponding series
L and B shares.

Any shares issued by the
company forming Stapled Units, shall be sold,  assigned,  pledged,  transferred or
otherwise disposed of exclusively  as Stapled Units and in multiples of 5 shares series B in
the case of B Units;  or, 1 series B shares with 2 sub-series D-L and 2 sub-series D-B shares
in the case of BD Units.

ARTICLE 7. ISSUANCE OF SHARES
WITH LIMITED VOTING RIGHTS.The limited voting series D and L shares as provided
herein, shall be considered as neutral investment and shall not be calculated for
the purpose of determining the amount and proportion of participation of the
foreign investors in the capital of the company as permitted by the provisions of
The Law of Foreign Investment and its regulations, they shall be considered to be
issued in accordance with the applicable provisions of The Securities Market Law and
the corresponding authorizations, shall not be subject to the restrictions of article
198 of The General Law of Commercial Companies, and shall have the limitations on
corporate rights mentioned herein.

ARTICLE 8. INCREASES OR
REDUCTIONS OF CAPITAL STOCK.Increases or reductions to the minimum fixed portion of the
capital stock and the resulting modification of clause third of the charter of
organization and of article 6 of these by-laws shall be made by resolution of the
extraordinary general shareholders meeting.

Increases or reductions of the
variable portion of the capital stock shall be made by the resolution of the ordinary
general shareholders meeting, and the minutes of the meeting, in any event, shall be
officially formalized before a notary public, except when the shareholders exercise their
redemption rights, or when the increase or decrease were made in accordance with Article
14 Bis 3, section I of the Mexican Securities Market Law.

ARTICLE 9. INCREASES OF
CAPITAL STOCK BY ISSUANCE OR PLACEMENT OF SHARES.The company may increase the variable
part of its capital stock by issuing new shares or placing shares kept in treasury for
that purpose. In the case of increases of capital stock with new shares to be paid in
cash, the shareholders shall have preference to subscribe the new shares that are
issued in proportion to the number of shares that they hold within the respective
series. In the case of shares held as treasury shares, the board of directors may
offer such shares, to any third parties deemed convenient.

The right of preference
 referred to in this article  shall not be applicable  with respect to shares that are
issued or held in the treasury which are to be used for: (i) merger of the company;  (ii)
conversion of obligations  issued in accordance with The General Law of Credit
 Securities and  Transactions;  (iii),  public offerings  pursuant to article 81 and
others of The Securities Market Law,  (iv) capital stock  increases to be paid in kind or
with  cancellation  of debt owed by the company,  and (v) placement of shares of the
company acquired by the same company.

The right of preference  must
be exercised  within the 15 calendar  days  beginning  the date of  publication  of the
corresponding notice in the Official State Gazette of the corporate domicile.

In the event that  following
the  expiration of the term during which the  shareholders  shall  exercise the right of
preference granted in this article,  not all of the shares would have been subscribed,
 such shares may be offered for subscription and payment,  under the terms and
 conditions  determined  by the meeting that  approved  the capital  stock  increase,  or
under the terms established by the board of directors or the delegates appointed by the
meeting for such purpose.

The Company with the prior
written  authorization of The National Banking and Securities Commission may issue
shares, which are not yet  subscribed,  to be publicly  offered in the market,  provided
such shares are kept in an institution for the custody of securities and the conditions
of article 81 of The Securities Market Law are met.

ARTICLE 10. REIMBURSEMENT BY
WITHDRAWAL OF SHARES.The following rules shall be applicable to the reimbursements of
shares by withdrawal:

a).  Subject to the provisions
of these article and of The General Law of Commercial  Companies the variable  portion of
the capital  stock may be reduced  among  other  things,  by total or partial
 reimbursement  to the  shareholders  of their  shares withdrawn,  upon notice of the
 shareholders to the company of their  intention to withdraw,  which notice will be
effective (i) at the end of the fiscal year if the notice is given before the last
 quarter of such fiscal year,  or (ii) at the end of the next fiscal year if the notice
is given after such quarter.  No withdrawal  shall be made if as a result  thereof the
amount of the fixed portion of the capital stock not subject to withdrawal is reduced, or
the percentages of article 6 above, are contravened.

b). If the company receives
request for  reimbursement of shares which may have as a consequence the reduction of the
minimum  fixed  portion of the capital  stock,  the company  shall only pay the shares
first  requested up to an amount which shall not affect the fixed portion of the capital
stock.

c).  If  several  requests
 for  reimbursement  are  received  simultaneously  by the  company,  which  may have as
a consequence the reduction of the minimum fixed portion of the capital stock,  the
company shall pay the shares  proportionally  to each requesting shareholder, to avoid
the reduction of the fixed portion of its capital stock.

d).  Reimbursement by
withdrawal of shares of the variable portion of the capital stock,  shall be subject to
article 220 and 221 of The General Law of Commercial Companies, and shall be made in
accordance with the following:

1. The reimbursement value
shall be the lower of the following two values: 95% (ninety five percent) of the
quoted market value in the Bolsa Mexicana de Valores, S.A. de C.V., obtained from the
weighted average by volume of operations carried out during the last thirty (30) days
on which shares of the company have been quoted prior to the date on which the
withdrawal is to take effect, and during a period that shall not exceed 6 (six)
months; or the book value of the shares, in accordance with the financial position
statement approved by the ordinary shareholders meeting for the fiscal year in
which the separation is to take effect, previously approved by the general ordinary
shareholders meeting.

In the  event  that the
 number  of days in which the  shares  had been  traded  during  the term set forth in
the  proceeding paragraph is lower than 30 (thirty)  days, the actual number of days
shall be taken into  consideration.  If the shares were not traded during such period,
the book value of the shares shall apply.

2.  The  payment  of the
 reimbursement  amount  shall  be  payable  by the  company  from  the  day  following
 the  ordinary shareholders meeting that approves the financial statement corresponding
to the fiscal year in which the withdrawal shall take effect.

ARTICLE 11. ACQUISITION OF
SHARES OF THE COMPANY.The company may acquire shares representative of its own capital
stock in accordance with the provisions of the Securities Market Law and with the
regulations of The National Banking and Securities Commission.

ARTICLE 12. PROHIBITION FOR
SUBSIDIARIES TO ACQUIRE SHARES OF THE COMPANY.The Subsidiaries (as defined in the last
paragraph of the general provisions applicable to the issuers of securities, issued by
the Mexican Securities Commission as published in the Official Gazette of the
Federation (Diario Oficial de la Federación) as of March 19, 2003) shall not directly
or indirectly invest in the capital stock of this company or any companies in which this
company is its Subsidiary, unless permitted by applicable law.

ARTICLE 13. REGISTER OF
CHANGES IN THE CAPITAL STOCK.The company shall register all increases and decreases of
its capital stock in its register for capital stock changes.

ARTICLE 14. AMORTIZATION OF
SHARES.The company may redeem shares of part of its capital stock with available
profits in accordance with the following rules:

a). The extraordinary
shareholders meeting shall authorize the redemption.

b). Only fully paid shares may
be redeemed.

c). The acquisition of shares
to be redeemed shall be made in accordance with article 136 of The General Law of
Commercial Companies.

d). No redemption of shares
shall be made if, as a consequence thereof, the series D and/or series L shares
exceed the maximum percentages established by article 6 of these by-laws.

e). Amortized shares shall be
null and the corresponding certificates shall be canceled.

ARTICLE 15. TITLES AND
CERTIFICATES.The definitive or provisional certificates representing the shares
or the stapled units shall be nominative, and may cover one or more shares of the same
or different series or sub-series; they shall contain the references specified in
article 125 of The General Law of Commercial Companies; they shall identify the series
or sub-series to which they belong; and they shall contain the text of article 5 of
these by-laws and shall be signed by any two series B members or alternate members of
the board of directors. The signatures of the directors may be manual
or facsimile thereof. When facsimile signatures are used, the original of the respective
signatures shall be deposited with The Public Register of Commerce of the corporate
domicile. The definitive share certificates shall have attached the serial numbered
coupons determined by the board of directors. The shareholders meeting
approving the respective capital stock increase or the extraordinary shareholders
meeting may resolve that any shares of any series or sub-series may be
represented by stapled units, that without being ordinary, non-redeemable
certificates of participation, may represent units and aggregate shares from the same
series or from different series, in accordance with article 6 above.

ARTICLE 16. REGISTER OF
SHARES.The company shall have a register of shares, and shall only consider as
shareholders those appearing in such register.

ARTICLE 17. CANCELLATION OF
INSCRIPTION OF SHARES.In the event of the cancellation of the inscription of the
shares of the company in the Securities Section of The National Register of Securities,
the shareholders that are the record owners of the majority of the common capital
stock, or otherwise control the decisions adopted during shareholders meetings, or are
entitled to appoint the majority of the members of the board of directors, shall be
obligated to:

a) To make a public offer to
purchase, prior to the cancellation of the inscription.

b) To affect in Fideicomiso,
for a term of 6 (six) months, the necessary proceeds to purchase at the same price
during the offer, the shares of the holders that did not attend the meeting, in the
event that, once consummated the public offer to purchase and prior to the cancellation
of the inscription, the acquisition of 100% of the capital stock outstanding is not
achieved.

The public  offer  referred to
this  paragraph,  shall be  effected at least,  for a price that is the higher of: the
quoted price in the Bolsa  Mexicana de Valores,  S.A. de C.V.,  as  determined  in the
 following  paragraph,  or the book value of the shares, as determined in the last
quarterly financial  information  presented to the National Banking and Securities
Commission and the Bolsa  Mexicana de Valores,  S.A. de C.V.  prior to the start of the
offer,  except that such value be modified in accordance  with the criteria  applicable
to determine  relevant  information,  in which case,  the most recent  financial
 information  shall be taken into consideration in the calculation of the book value.

The  quoted  value in the
Bolsa  Mexicana  de  Valores,  S.A.  de C.V.  shall be the  weighted  average  by volume
of operations  carried  out during the last  thirty (30) days on which  shares of the
 company  have been quoted  prior to the date of the offer,  and during a period  that
shall not  exceed 6 (six)  months.  In the event that the number of days in which the
shares had been traded during the term set forth herein is lower than 30 (thirty)  days,
 the actual number of days shall be taken into  consideration. If the shares were not
traded during such period, the book value of the shares shall apply.

In the event that the offer is
valid for more than one series of stock  outstanding,  the average  price  referred to
above shall be done for each of the series of stock that the Company  intends to delist,
 and the  Company  shall take as quoted  value for the public offer to purchase all the
series of stock, the higher average price.

The Board of Directors  of the
 Company,  within the 5 (five)  business  days prior to the start of the offer,  shall
disclose an opinion  regarding  the  reasoning  on the price of the public  offer,  which
 opinion  shall take into  consideration  the interest of the minority  shareholders to
comply with the provisions of Article 16, second paragraph of the Mexican  Securities
 Market Law, and the opinion of the Auditing  Committee,  if it is against the opinion of
the board,  will need to be  disclosed.  In the event that the board of directors face
conflict of interest  issues,  the opinion of the board of directors shall be disclosed
 together with an opinion  issued by  Independent  Expert (as defined by general
 provisions  applicable to the issuers of securities  issued by the National  Banking and
Securities  Commission and published in the Official  Gazette of the Federation as of
March 19, 2003) selected by the Auditing Committee, which opinion shall address the
protection of the rights of the minority shareholders.

The shareholders referred to
in the first paragraph of this article shall not be obligated to effect a public offer to
cancel the listing of the shares, if it is proven that the consent of at least 95%
(ninety-five percent) of the capital stock outstanding was obtained during a
shareholders meeting, and the amount of the offer for the shares held by Public
Investors (as defined by Article 1 section X of the general provisions referred to in
the preceding paragraph) in compliance with these rules, is less than 300,000
investment units. Provided, however, that in order to request and obtain the
cancellation of the listing, the company shall constitute the fideicomisoas
described in paragraph b) above, and shall disclose the cancellation of the listing and
the establishment of the fideicomisothrough SEDI (the electronic system for the
distribution and disclosure of corporate information authorized by the National Banking
and Securities Commission.).

The provisions  contained in
this article shall be applicable to ordinary  participation  certificates  issued by the
company, and the securities representing two (2) or more shares of one or more series of
stock issued by the Company.

The  shareholders  obligated
to make the public offer,  considering the financial  condition and  perspectives of the
Company,  may request to the National Banking and Securities  Commission an approval to
use a different criteria to determine the price of the shares as described in paragraph
b) above,  provided that the company delivers a resolution of the board of directors,
 with the prior  favorable  opinion of the  Auditing  Committee,  containing  the reasons
in which the board is based to set a  different  price, together  with the report of the
 Independent  Expert to address  specifically  that the price is  consistent  with the
 provisions  of article 16 of the Securities Market Law.



CHAPTER III
MEETINGS OF SHAREHOLDERS

ARTICLE 18. MEETINGS OF
SHAREHOLDERS.The shareholders meeting is the highest governing body of the
company. Shareholders meetings may be ordinary, extraordinary or special, and they will
be held at the companys domicile.

Extraordinary  meetings shall
be those that are called to address any of the matters  specified in article 182 of The
General Law of  Commercial  Companies  (with the exception of increases or  reductions
 in the variable  portion of the capital  stock, pursuant  to article 8 hereof)  and 228
bis of The  General  Law of  Commercial  Companies,  and to  approve  the  cancellation
 of the inscription  of shares of the company in The  Securities  Section of The National
 Register of Securities  or in any other  domestic or foreign stock markets on which they
may be registered.

All other meetings shall be
ordinary.  Special meetings shall be those that are held to address
matters that could affect the rights of a particular  series of shares.

ARTICLE 19. TIME AND PLACE FOR
THE MEETINGS.The shareholders meetings shall be held at the corporate domicile
whenever called by the board of directors, or by the secretary of the board.

The  ordinary  shareholders
 meeting  shall be held at least once a year,  whenever  called by the board of directors
within the first four months following the end of the fiscal year.

The  shareholders  meeting
 shall be held at the  request  of the  shareholders  in any of the cases  referred  to
in articles 184 and 185 of The General Law of Commercial Companies, and other applicable
provisions of the Securities Market Law.

ARTICLE 20. SUMMONS.The
first calls for shareholders meetings shall be published in the Official State Gazette
of the corporate domicile or at least in one of the newspapers with a broad circulation
in said domicile, at least 15 days prior to the date set for the meeting and with at
least 8 days on second or subsequent call.

The notices for shareholders  meetings
shall comply with the requirements of articles 186 and 187 of The General Law of
Commercial Companies.

ARTICLE 21. ATTENDANCE
RIGHTS.To obtain the entrance ticket to attend the meetings, the shareholders
must be registered in the shareholders registry of the company, and shall deposit
their shares with the secretary of the company, at least 48 hours prior to the time set
for the meeting to be held. For shares deposited with institutions for the deposit
of securities, where shares may be deposited, such institutions shall communicate to
the secretary of the company the number of shares deposited by each one of the
depositors, indicating if the shares are deposited at its own name or of any third
party, such communication must be accompanied with the list of names of the depositors
that have accounts in such institution for the deposit of securities; such list must be
delivered to the secretary of the company within the above-mentioned time frame,
with the purpose of obtaining an entrance ticket to attend the meeting. Shareholders
may be represented in the meetings by a person or persons appointed by them by a power
of attorney issued in the formats that meet the requirements set forth in the
Securities Market Law, which shall be received by the secretary of the company within
the time specified above.

Shares  deposited  to attend
the  shareholders  meetings,  shall be returned  after the  meetings  are held,  against
delivery to the company of the receipt issued to the shareholder.

ARTICLE 22. ATTENDANCE-QUORUM
AND RESOLUTIONS.The shareholders meetings shall have the following quorum and
resolution rules:

a). The ordinary  shareholders
 meetings  shall be deemed to be legally held on a first call if, more than 50% of the
series B shares are  represented  therein,  and in the case of second or subsequent
 call,  ordinary  shareholders  meetings shall be validly held whatever  number of series
B shares are present.  The  resolutions of the ordinary  shareholders  meeting shall be
valid when approved by at least the majority of the subscribed and fully paid series B shares
represented in the meeting.

b). The  extraordinary
 shareholders  meetings shall be deemed legally held on first call to address matters on
which series D shares and series L shares do not have the right to vote,  if at least
 seventy-five  percent of the series B shares are represented  therein and in the case
of second or  subsequent  calls if at least the majority of the series B shares are
 represented therein.

In both cases, the resolutions
of the extraordinary shareholders meeting shall be valid when approved by, at least the
majority of the series B shares.

c). Other than for the items
referred to in article 22, e) herein, the extraordinary  shareholders meeting called to
address  matters on which  series D or L shares have the right to vote shall be
deemed to be legally  held on first  notice,  if at least 3⁄4 of the fully  paid and
 subscribed  shares of the total  capital  stock are  represented  therein  and in the
case of second or subsequent  notices,  if at least the  majority of the fully paid and
 subscribed  shares of the total  capital  stock are  represented therein.

The resolutions shall be valid
in both cases, when approved by the vote of the majority of the shares of the total
capital stock.

d).  The  special
 shareholders  meetings  (including  those  meetings  called to  appoint  series  D or
series Ldirectors)  shall  follow  the same  rules  applicable  by this  article  22,
to  extraordinary  shareholders  meetings,  but  referred exclusively to the applicable
series of shares.

e). The ordinary  shareholders
meetings to deal with the approval of the financial statements for the previous fiscal
year,  shall also know of the report of the  Auditing  Committee  referred  to in Article
14 Bis 3,  section  IV,  paragraph  c) of the Securities Market Law.

ARTICLE 23. MEETINGS OF
SHAREHOLDERS.Shareholders meetings shall be presided by the chairman of the board
of directors and, in his absence, by the person that must take his place; or in the
absence of both by the shareholder appointed by those shareholders attending the
meeting. The secretary of the board shall act as secretary of the shareholders meeting
or in his absence, the person appointed by the shareholders attending the meeting.
The chairman shall appoint two of the shareholders attending the meeting to verify
the attendance list. The votes shall be oral, unless 3 of the shareholders
attending the meeting request that the votes be counted. Shareholders holding 10% of
the shares with voting rights for a particular item shall have the right to postpone
the meeting for 3 days in any matter where they believe they are not totally
informed, which right shall only be exercised once for the same matter.



CHAPTER IV
ADMINISTRATION OF THE COMPANY

ARTICLE 24. BOARD OF
DIRECTORS.The administration of the Company shall be the responsibility of a
board of directors comprised of at least 16 (sixteen) members and the alternates
designated in accordance with these by-laws.

ARTICLE 25. APPOINTMENT OF
DIRECTORS.The series B shareholders, by majority of such shares represented at the
shareholders meeting shall appoint at least 11 (eleven) directors. Series D shareholders
shall appoint 5 directors by the majority of the shares represented at the
respective meeting. Upon exchange of the sub-series D-L shares into series L shares,
pursuant to article 6 d) above, the series L shareholders shall have the right to
appoint 2 directors by the majority of the shares represented at the respective meeting.

The shareholders may designate
alternate directors,  which shall specifically cover the absences of the member of the
board designated, in accordance to the applicable legal provisions.

The members of the board of
directors  shall hold their position for one year but they shall continue in their duties
notwithstanding  the termination of their duty, until the new directors  appointed to
replace them assume their duties.  The members of the board shall receive such
compensation as the ordinary shareholders meeting determines.

ARTICLE 26. SUMMONS.The
calls for the meetings of the board of directors may be made by the Chairman of the
Board, by at least 25% of the members of the board of directors or by any of the
examiners, and shall be sent by mail, fax, messenger by any other means, to the
members of the board of directors at least 7 days prior to the date of the meeting,
and shall be signed by the chairman or by the secretary.

The  examiners  shall receive
 summons for every  meeting of the Board of Directors,  as well for the meetings of the
intermediate consulting boards in which the Board of Directors has delegated any
authority.

ARTICLE 27. BOARD OF DIRECTORS
MEETINGS.The board of directors shall hold meetings at least once every 3 months.
The appointing annual ordinary shareholders meeting or the board of directors in its
first meeting after such shareholders meeting, shall appoint, from among the
directors appointed by the series B shareholders a chairman and, if deemed
appropriate a vice-chairman of the board of directors. In the same terms, it shall
also appoint the secretary and alternate secretary, provided, however, that the
secretary and its alternate are not required to be directors. The board shall also
appoint such officers as the board may deem convenient. The chairman of the board,
shall also be chairman at the shareholders meetings and shall be substituted in his
absences by the vice-chairman, and in the absence of both by the other series B directors
in the order of their appointment.

ARTICLE 28. QUORUM AND
RESOLUTIONS OF THE BOARD.The meetings of the board of directors shall be considered
legally held with the attendance of a majority of its members, and its resolutions shall
be valid if approved by the majority of votes of the members present at the meeting.

Resolutions adopted outside of
meetings shall be valid if adopted by unanimity of its members, and if the written
resolutions thereof are signed by all of the members of the board or their alternates.

Minutes  shall be taken for
all  meetings,  same that shall be  approved by at least the  majority  of the  attending
directors to the respective meeting, and shall be signed by the chairman and the
secretary.

ARTICLE 29. POWERS OF THE
BOARD OF DIRECTORS.The board of directors shall have the following powers:

a). The broadest  power for
business and real estate  administration,  in accordance  with the second  paragraph of
Article 2554 of The Federal Civil Code.

b). The power for acts of
ownership  over all types of movable and  immovable  assets of the company as well as its
real and  corporate rights  according to the terms of the third  paragraph of Article
2554 of The Federal  Civil Code and to grant  guarantees  of any kind for the obligations
of the company, for any securities issued or accepted by third parties.

c). The broadest power to
represent the company before all types of administrative and judicial authorities,
with either federal, state or municipal jurisdiction, as well as before labor
authorities, arbitrators or amicable mediators, with all the general and special
powers that require a special clause according to Law, which are conferred upon it
without limitation, pursuant to the first paragraph of Article 2554 of The Federal
Civil Code to articulate and absolve depositions, and to renounce the right of filing
amparosuits, and carry out all acts expressly determined by Law, among which are
included to represent the corporation before judicial and administrative, criminal,
civil or other authorities, with the power to present criminal complaints and
accusations, grant pardons, to act as plaintiff or coadjuvant with the Public Ministry
in criminal proceedings, before work authorities and courts.

d) The power to issue,
 subscribe,  guarantee,  and in any other manner trade all types of credit  instruments
 and issue bonds with or without  guarantees or  collateral,  and the power to invest any
fixed,  real estate or movable  assets in any company and the power to subscribe  shares,
 equity  interests or  participation in any company and generally to perform or execute
any actions required for the performance of the corporate purpose of the company.

e) The power to  subscribe
 any  guarantee  on behalf of the company as joint and several  debtor or  guarantor,  to
grant bails or any other  payment  guarantee  of any type  regarding  any  obligation
 contracted  by the  company or any third  party as well as from any obligation arising
from any securities issued or accepted by the company or any third party.

f). The power to appoint the
Auditing  Committee in accordance  with the  provisions of the  Securities  Market Law,
and to appoint any other  committees with the duties that the Board may deem advisable
and to establish their duties,  and to appoint the general director of the company, and
upon his request to appoint any other officers of the company, setting forth their rights
and obligations.

g). The power to grant and
revoke the powers deemed  appropriate,  with or without powers of substitution,
 including powers granted to the board of directors.

h). The power to execute all
the resolutions of the  shareholders  meetings,  and to perform all actions required or
convenient for the better performance of the corporate purpose, so long as they are not
reserved to the shareholders meeting by law or by these by-laws.

i) To approve the operations
 that are not in the ordinary course of business of the Company,  that are being
 considered to enter into the Company and its  shareholders,  with persons that are part
of the  management of the Company or with persons that such  individuals have patrimonial
nexus, or otherwise have kinship (either by blood or by law) up to the second degree,
 the spouse or concubinary;  the purchase or sale of 10% or more of the assets of the
Company;  the issuance of a warranty  for an amount  exceeding  30% of the assets, or any
other transaction that is different from the listed above that represents more than 1% of
the assets of the Company.

In  addition,  it shall
 request  the  opinion of the Audit  Committee  and,  if  applicable,  to  approve  the
 transactions  that the Subsidiaries  (as such term is defined in the last  paragraph  of
Article 1 of the  general  provisions  applicable  to the  issuers of securities,  issued
by the Mexican  Securities  Commission as published in the Official Gazette of the
Federation (Diario Oficial de la Federación) as of March 19, 2003) intend to enter with
related parties or transactions  that imply to compromise the  Subsisiaries ́ net worth in
accordance with Article 14 Bis 3, section IV, paragraph d) of the Mexican Securities
Market Law.

ARTICLE 30. GUARANTEE.The
officers and other administrators of the company shall not be required, to post a
guarantee for the fulfillment of their duties. The latter unless the ordinary
shareholders meeting deems it appropriate, or the board of directors in the case of
officers and other executives designated by this body.



CHAPTER V
EXECUTIVE COMITTEE

ARTICLE 31. EXECUTIVE
COMMITTEE.The companys ordinary shareholders meeting or the board of directors may
appoint an executive committee, comprised of an odd number of members or alternates
from the board of directors of the company, and which shall form an associated
delegate body of the board. The general ordinary shareholders meeting or the board of
directors may appoint an alternate for every member of the executive committee for
the case of absences of any of the members. Members of the executive committee shall
hold their positions for one year, unless they are relieved of their duties by the
ordinary shareholders meeting, or the board of directors that appointed them, but in
any event they shall remain in their positions until the individuals appointed to
succeed them take possession of the same; they may be reelected and shall receive
compensation to be determined by the ordinary shareholders meeting or the board of
directors.

The executive committee shall
meet on the dates fixed in the first yearly meeting of the executive committee,  in the
understanding  that it may be called by the secretary at the request of the chairman or
any two of its members.  The meetings  shall be called and the  committee  shall be
conducted  following the same  procedure  that for meetings of the Board of Directors in
accordance with articles 26 and 28 above, but referred to the executive committee.

In order for meetings of the
 executive  committee to be valid,  the presence of at least the majority of its members
shall be required.  Resolutions  of the executive  committee  shall be approved by the
favorable vote of a majority of its members that are present.

The  chairman  of the
 executive  committee  shall be one of its  members  and shall be  appointed  by the
 executive committee.  In his absences the chairman shall be substituted by one of the
members of the executive committee  appointed thereby.  The executive  committee  may
 appoint a  secretary  who may be the  secretary  of the board  and who does not need to
be a  director.  The examiner(s) shall be invited to the meetings of the executive
committee and may deliberate but they will not have the right to vote.

The executive  committee shall
have any of the powers granted to the board of directors under  paragraphs a), b), c), d)
and e) of article 29 above which shall not be  delegated  to any person,  provided
 however that such  committee  is  authorized  to appoint representatives for the
execution of certain specific acts.

The  executive  committee,
 through  its  chairman  or its  secretary,  shall  inform the board of  directors  of
its resolutions  in the next board  meeting  following  such  executive  committee
 meeting,  or whenever in the judgment of the  executive committee  there are facts or
acts that are important to the company.  For each meeting of the executive  committee the
secretary shall prepare the minutes that shall be transcribed  into a special book. The
minutes shall include the attendance  list and the  resolutions adopted and shall be
signed by those individuals acting as chairman and as secretary.



CHAPTER VI
EXAMINERS

ARTICLE 32. EXAMINERS.The
inspection of the company shall be entrusted to an examiner and his alternate who shall
be appointed by the ordinary shareholders meeting by the majority of the series B shareholders.
The examiner and his alternate, shall be appointed annually, and shall continue
complying with their duties until new appointed examiners take up their duties. The
examiner(s) shall receive the compensation determined by the ordinary shareholders
meeting that appointed them.

The examiners  shall not be
required to post a guarantee  for the  fulfillment  of their duties,  unless the ordinary
shareholders meeting determines otherwise.



CHAPTER VII
FISCAL YEAR AND
PROFIT AND LOSSES

ARTICLE 33. FISCAL YEAR.The
fiscal year of the company shall be of 12 months, beginning the first day of January
and ending the last day of December of each year.

ARTICLE 34. PROFITS.The net
profits of each fiscal year, after deduction of the necessary amounts for income tax
and any amount that according to law shall de deducted or segregated shall be applied as
follows:

a) Five percent shall be
deducted to establish,  increase or where  appropriate  replace the reserve fund,  until
said fund is equal to twenty percent of the paid capital stock.

b). The remainder shall be
distributed as dividend  proportionately  to the shareholders  pursuant to these by-laws,
 or if resolved by the shareholders  meeting it shall be applied  partially or totally
to create any reserve or fund that the  shareholders  meeting may resolve  (including
any reserve to acquire shares of its own capital stock in accordance  with the provisions
of the Securities  Market Law).

ARTICLE 35. FOUNDERS.- The
founders of this company do not reserve any special participation in the profits of the
company.

ARTICLE 36. LOSSES.Losses if
any shall be reported by all shareholders in proportion to the number of their shares,
taking into consideration the final part of article 87 of The General Law of Commercial
Companies.



CHAPTER VIII
DISSOLUTION AND LIQUIDATION

ARTICLE 37. ADVANCED
DISSOLUTION.The company shall be dissolved in anticipation, in any of the cases
contemplated in paragraphs II, III, IV and V of article 229 of The General Law of
Commercial Companies.

ARTICLE 38. LIQUIDATOR.Once
the company is dissolved, the extraordinary shareholders meeting shall appoint a
liquidator, fixing the time limits for the liquidation and the compensation he will
receive.

ARTICLE 39. LIQUIDATION
PROCEDURE.The liquidator shall implement the liquidation pursuant to the resolutions of
the extraordinary shareholders meeting, and in the absence thereof, pursuant to the
following rules:

a). He shall conclude the
business in the manner that he deems the most convenient, collecting the amounts payable,
paying the debts and selling the assets of the company that may be necessary for such
purpose;

b). He shall prepare the final
liquidation balance; and will present it to the extraordinary shareholders meeting for
its approval;

c). In accordance with the
financial statements approved by the extraordinary shareholders meetings, he shall
distribute the liquid assets among all of the companys shareholders as provided by these
by-laws and the applicable laws, against surrender and cancellation of the corresponding
shares certificates.

ARTICLE 40. FUNCTIONS OF THE
LIQUIDATOR WITH RESPECT TO SHAREHOLDERS MEETINGS.During the liquidation process the
shareholders meeting shall meet in accordance with the chapter concerning the general
shareholders meetings, and the liquidator shall have those duties and rights pertaining
to the board of directors during the term of the company.

ARTICLE 41. FUNCTIONS OF THE
EXAMINER DURING LIQUIDATION.During the liquidation the examiners shall continue to
perform, with respect to the liquidator, the same duties and obligations that they
normally perform during the term of the company, with respect to the board of directors.



| | Exhibit 8.1
| | -----------

Significant Subsidiaries

The following table
sets forth our significant subsidiaries as of the date of this annual report:

|Name of Company                                               | Jurisdiction ofEstablishment | PercentageOwned
|------------------------------------------------------------- | ---------------------------- | ---------------
|CIBSA                                                         | Mexico                       | 100.0          
|                                                             
|Coca-Cola FEMSA                                               | Mexico                       | 45.7(1)        
|Corporación Interamericana de Bebidas, S.A. de C.V. (Panamco) | Mexico                       | 45.7           
|Propimex, S.A. de C.V                                         | Mexico                       | 45.7           
|Panamco Bajío, S.A. de C.V                                    | Mexico                       | 42.7           
|Panamco México, S.A. de C.V                                   | Mexico                       | 44.8           
|Inmuebles del Golfo, S.A. de C.V                              | Mexico                       | 45.7           
|                                                             
|Emprex                                                        | Mexico                       | 100.0          
|                                                             
|FEMSA Cerveza                                                 | Mexico                       | 70.0           
|Cervecería Cuauhtémoc Moctezuma, S.A. de C.V                  | Mexico                       | 70.0           
|Cervezas Cuauhtémoc Moctezuma, S.A. de C.V                    | Mexico                       | 70.0           
|                                                             
|FEMSA Comercio                                                | Mexico                       | 100.0          
|Cadena Comercial Oxxo, S.A. de C.V                            | Mexico                       | 100.0          
|Oxxo Express, S.A. de C.V                                     | Mexico                       | 100.0          
|                                                             
|FEMSA Empaques                                                | Mexico                       | 100.0          
|Fábricas Monterrey, S.A. de C.V                               | Mexico                       | 100.0          
|Sílices de Veracruz, S.A. de C.V                              | Mexico                       | 100.0          
|Vendo de México, S.A. de C.V                                  | Mexico                       | 100.0          

|______________________
|----------------------
|(1)                   



| | Exhibit 12.1
| | ------------

Certification

I, José Antonio Fernández, certify
that:

1.  I have reviewed this annual
report on Form 20-F of Fomento Económico Mexicano, S.A. de C.V.;

2.  Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a
material fact          necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading          with respect
to the period covered by this report;

3.  Based on my knowledge, the
financial statements, and other financial information included in this report, fairly
present in          all material respects the financial condition, results of operations
and cash flows of the company as of, and for, the          periods presented in this
report;

4.  The company's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
company and have:

(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
                  designed under our supervision, to ensure that material information
relating to the company, including its                   consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
                  which this report is being prepared;

(b) Evaluated the effectiveness of
the company's disclosure controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered                   by this report based on
such evaluation; and

(c) Disclosed in this report any
change in the company's internal control over financial reporting that occurred
                  during the period covered by the annual report that has materially
affected, or is reasonably likely to materially                   affect, the company's
internal control over financial reporting; and

5.  The company's other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control
over          financial reporting, to the company's auditors and the audit committee of
the company's board of directors (or persons          performing the equivalent
functions):

(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over
                  financial reporting which are reasonably likely to adversely affect the
company's ability to record, process,                   summarize and report financial
information; and

(b) Any fraud, whether or not
material, that involves management or other employees who have a significant role in
                  the company's internal control over financial reporting.

Date: April 7, 2004

| | /s/ José Antonio Fernández
José Antonio Fernández
Chief Executive Officer
| | -------------------------------------------------------------------------



| | Exhibit 12.2
| | ------------

Certification

I, Federico Reyes, certify that:

1.  I have reviewed this annual
report on Form 20-F of Fomento Económico Mexicano, S.A. de C.V.;

2.  Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to          state
a material fact necessary to make the statements made, in light of the circumstances
under which          such statements were made, not misleading with respect to the period
covered by this report;

3.  Based on my knowledge, the
financial statements, and other financial information included in this          report,
fairly present in all material respects the financial condition, results of operations
and cash          flows of the company as of, and for, the periods presented in this
report;

4.  The company's other certifying
officer(s) and I are responsible for establishing and maintaining          disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the          company and have:

(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and
                  procedures to be designed under our supervision, to ensure that
material information relating                   to the company, including its
consolidated subsidiaries, is made known to us by others within                   those
entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of
the company's disclosure controls and procedures and                   presented in this
report our conclusions about the effectiveness of the disclosure controls and
                  procedures, as of the end of the period covered by this report based on
such evaluation; and

(c) Disclosed in this report any
change in the company's internal control over financial                   reporting that
occurred during the period covered by the annual report that has materially
                  affected, or is reasonably likely to materially affect, the company's
internal control over                   financial reporting; and

5.  The company's other certifying
officer(s) and I have disclosed, based on our most recent evaluation of          internal
control over financial reporting, to the company's auditors and the audit committee of
the          company's board of directors (or persons performing the equivalent
functions):

(a) All significant deficiencies and
material weaknesses in the design or operation of internal                   control over
financial reporting which are reasonably likely to adversely affect the company's
                  ability to record, process, summarize and report financial information;
and

(b) Any fraud, whether or not
material, that involves management or other employees who have a
                  significant role in the company's internal control over financial
reporting.

Date: April 7, 2004

| | /s/ Federico Reyes
Federico Reyes
Chief Financial Officer
| | ---------------------------------------------------------



| | Exhibit 13.1
| | ------------

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United
States Code)

Pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title
18, United States Code), each of the undersigned officers of Fomento Económico Mexicano,
S.A. d e C.V. (the Company), does hereby certify, to such officers knowledge, that:

The Annual Report on form 20-F for
the year ended December 31, 2003 (the Form 20-F) of the Company fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
information contained in the Form 20-F fairly presents, in all material respects, the
financial condition and results of operations of the Company.

|Dated: April 7, 2004 | /s/ José Antonio FernándezJosé Antonio FernándezChief Executive Officer
|-------------------- | -----------------------------------------------------------------------

|Dated: April 7, 2004 | /s/ Federico ReyesFederico ReyesChief Financial Officer
|-------------------- | -------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.