Exhibit 2.5


                          AMENDMENT TO CREDIT AGREEMENT


     THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of
April 9, 2003, by and among FEMSA  Empaques,  S.A. de C.V. (the  "Borrower"),  a
sociedad  anonima de capital  variable  organized and existing under the laws of
Mexico, Fabricas Monterrey,  S.A. de C.V. and Silices de Veracruz, S.A. de C.V.,
each a sociedad  anonima de capital  variable  organized and existing  under the
laws of Mexico,  and such other  Material  Subsidiaries  of the Borrower as may,
from time to time,  pursuant  to Section  5.01(j) of the  Credit  Agreement  (as
defined below),  join in the Credit Agreement as guarantors (each, a "Guarantor"
and collectively,  the "Guarantors"),  each of the financial institutions listed
on the signature  pages hereof under the heading "2002  Lenders"  (each, a "2002
Lender" and collectively,  the "2002 Lenders"), the financial institution listed
on the  signature  pages  hereof  under the  heading  "2003  Lender"  (the "2003
Lender"),  and  BBVA  Bancomer,  S.A.,  Institucion  de  Banca  Multiple,  Grupo
Financiero BBVA Bancomer,  as administrative agent (the "Administrative  Agent")
for the Lenders (as defined below). W I T N E S S E T H :

     WHEREAS, pursuant to that certain Credit Agreement dated as of December 18,
2002 (the "Credit  Agreement") by and among the Borrower,  the  Guarantors,  the
2002 Lenders, the Administrative Agent, Export Development Canada as Syndication
Agent,  Bankboston  N.A. as  Documentation  Agent,  BBVA Securities Inc. as Lead
Arranger and Export  Development  Canada and Bankboston N.A., as Arrangers,  the
2002 Lenders  provided the Borrower with a  US$60,000,000  credit  facility (the
"2002 Advances")  (capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement); and

     WHEREAS,  the parties hereto wish to amend the Credit  Agreement to provide
for an additional  advance of up to  US$30,000,000 to the Borrower from the 2003
Lender  under,  and  pursuant  to the terms of,  the Credit  Agreement  and this
Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
obligations,  promises and covenants herein contained,  the receipt and adequacy
of which is hereby  acknowledged  by each of the  parties  hereto,  it is hereby
agreed as follows:

     Section 1. 2003 Advance.

     1.1. Amounts and Terms of the Advance. The 2003 Lender severally agrees, on
the terms and conditions  hereinafter set forth, on any Business Day on or prior
to April 24, 2003  (provided  Borrower  has  provided a 2003 Notice of Borrowing
pursuant to Section 1.2(a) of this Amendment) (the "2003  Borrowing  Date"),  to
make a single advance (the "2003  Advance") to the Borrower,  which 2003 Advance
shall not exceed for the 2003 Lender, in aggregate  principal amount, the amount
set forth  opposite the 2003  Lender's  name on Annex I hereto under the caption
"Commitment" or, if the 2003 Lender has entered into one or more Assignments and
Acceptances  after  the date  hereof,  the  amount  set  forth  in the  Register
maintained by the Administrative Agent pursuant to Section 9.07(c) of the Credit
Agreement  (such amount being the 2003 Lender's  Commitment  for purposes of the
Credit Agreement). Amounts borrowed under this Section 1.1 and repaid or prepaid
may not be reborrowed.


                                       1
<PAGE>

     1.2. Making the 2003 Advance.

     (a) The borrowing of the 2003 Advance (the "2003  Borrowing") shall be made
on  notice  (the  "2003  Notice  of  Borrowing")  given by the  Borrower  to the
Administrative Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the 2003 Borrowing Date.  Immediately following receipt of
the 2003 Notice of Borrowing,  the  Administrative  Agent shall give to the 2003
Lender notice  thereof by facsimile  transmission.  The 2003 Notice of Borrowing
shall  be  sent  by the  Borrower  requesting  the  2003  Advance  by  facsimile
transmission,  confirmed  immediately in writing,  in substantially  the form of
Exhibit B to the Credit Agreement  (except for the applicable  interest period),
specifying  therein (i) the requested  2003 Borrowing  Date,  (ii) the requested
aggregate  principal  amount  of the  2003  Borrowing,  and  (iii)  the  payment
instructions  for the 2003 Borrowing.  The  Administrative  Agent shall promptly
notify the 2003 Lender of the applicable interest rate under Section 2.05 of the
Credit  Agreement (as modified by Section  1.3(b)(iii) of this  Amendment).  The
2003 Lender shall,  before 11:00 A.M. (New York City time) on the 2003 Borrowing
Date, make available for the account of its Lending Office to the Administrative
Agent  at the  Administrative  Agent's  Account,  in same  day  funds,  the 2003
Borrowing.  After the  Administrative  Agent's  receipt  of such  funds and upon
fulfillment  of the  applicable  conditions  set  forth  in  Section  2 of  this
Amendment,  the  Administrative  Agent  will make such  funds  available  to the
Borrower by crediting  the account of the  Borrower,  in  immediately  available
funds.

     (b) Unless the  Administrative  Agent shall have  received  notice from the
2003 Lender prior to the 2003  Borrowing Date that the 2003 Lender will not make
available to the  Administrative  Agent the 2003 Borrowing,  the  Administrative
Agent may assume that the 2003 Lender has made the 2003  Borrowing  available to
the  Administrative  Agent on the 2003 Borrowing Date in accordance  with clause
(a) of this Section 1.2 and the Administrative  Agent may, in reliance upon such
assumption, make available to the Borrower requesting the 2003 Borrowing on such
date a corresponding amount. If and to the extent that the 2003 Lender shall not
have so made the 2003 Borrowing available to the Administrative  Agent, the 2003
Lender and the Borrower  severally  agree to repay to the  Administrative  Agent
forthwith on demand such  corresponding  amount together with interest  thereon,
for each day from the date such amount is made  available to the Borrower  until
the date such amount is repaid to the  Administrative  Agent, at (i) in the case
of the Borrower, the interest rate applicable at such time under Section 2.05 of
the Credit  Agreement (as modified by Section  1.3(b)(iii) of this Amendment) to
the 2003  Borrowing  and (ii) in the case of the 2003 Lender,  the Federal Funds
Rate.  If  the  2003  Lender  shall  repay  to  the  Administrative  Agent  such
corresponding  amount,  such amount so repaid shall constitute the 2003 Lender's
Advance for purposes of this Amendment.

     1.3 Incorporation of Terms and Provisions by Reference.

     (a) From and  after the  effective  date of this  Amendment,  the terms (i)
"Advances" in the Credit  Agreement shall be deemed to include the 2003 Advance,
(ii)  "Borrowing  Date" in the Credit  Agreement  shall be deemed to include the
2003 Borrowing Date,  (iii) "Lenders" in the Credit Agreement shall be deemed to
include the 2003 Lender,  (iv)  "Notice of  Borrowing"  in the Credit  Agreement
shall be deemed to include the 2003 Notice of  Borrowing  and (v) "Notes" in the
Credit Agreement shall be deemed to include the 2003 Note (as defined below) and
the parties  hereto agree that each  provision of the Credit  Agreement and each
other Loan Document is hereby  amended as such and  applicable in their entirety
to the 2003 Lender and the 2003 Advance, mutatis mutandis, as if the 2003 Lender
were party to the Credit Agreement and the 2003 Advance were initially  borrowed
under the Credit  Agreement  (except as otherwise  specified in this  Amendment,
including,  without limitation, the modifications set forth in Section 1.3(b) of
this Amendment).

     (b) Notwithstanding the foregoing, the parties agree that:

     (i) The Borrower's obligation to pay the principal of, and interest on, the
2003 Advance  made by the 2003 Lender  shall be  evidenced by a promissory  note
duly executed and delivered by the Borrower, with blanks appropriately completed
in conformity herewith, substantially in the form of Exhibit A hereto (the "2003
Note"). The 2003 Note issued to the 2003 Lender on the 2003 Borrowing Date shall
(1) be executed by the Borrower and  "avalado"  by each of the  Guarantors,  (2)
qualify as a pagare  under  Mexican law, (3) be payable to the order of the 2003
Lender and be dated as of the 2003 Borrowing Date, (4) be in a stated  principal



                                       2
<PAGE>

amount  equal to the 2003  Advance of the 2003  Lender  made on such  date,  (5)
provide for repayment of principal as provided in Section  2.04(b) of the Credit
Agreement,  and (6) bear  interest  as  provided  in Section  2.05 of the Credit
Agreement  (as  modified by Section  1.3(b)(iii)  of this  Amendment).  The 2003
Lender  agrees that,  unless the  principal of, or interest on, the 2003 Advance
shall  have  become due and  payable  (whether  by  acceleration  or  otherwise)
pursuant  to this  Amendment,  it shall not (i) make  demand  for  payment  with
respect to its 2003 Note prior to its stated  maturity or (ii)  assign,  convey,
negotiate or trade the 2003 Note except as permitted pursuant to Section 9.07 of
the Credit Agreement.

     (ii) The Borrower shall repay to the  Administrative  Agent for the account
of the 2003 Lender,  and there shall become due and payable on each of the dates
listed  below,  an aggregate  principal  amount of the 2003 Advance equal to the
percentage  set forth  opposite  such date of the  initial  aggregate  principal
amount of the 2003 Advance made on the 2003 Borrowing Date:
<TABLE>
<CAPTION>

                                                                               Amount of
         Repayment Date                                                   Scheduled Repayment
         ---------------                                                  -------------------

<S>               <C> <C>                                                         <C>
         December 23, 2003                                                        10%
         June 23, 2004                                                            20%
         December 23, 2004                                                        20%
         June 23, 2005                                                            25%
         December 23, 2005                                                        25%
</TABLE>

     (iii) The  duration of the Interest  Periods for the 2003 Advance  shall be
(A)  initially,  the period  commencing on the 2003 Borrowing Date and ending on
(but excluding)  April 24, 2003, and (B) thereafter,  the same period as that of
the Interest Period selected by the Borrower for the 2002 Advances,  pursuant to
the Credit Agreement.

     1.4 Use of Proceeds.  Notwithstanding Section 2.13 of the Credit Agreement,
the proceeds of the 2003 Advance  shall be  available  (and the Borrower  agrees
that it shall use such proceeds) to refinance  existing Debt of the Borrower and
to pay transaction fees and expenses incurred in connection with this Amendment.

     Section 2. Conditions  Precedent to the 2003  Borrowing.  The obligation of
the 2003 Lender to make its 2003 Advance is subject to satisfaction or waiver of
the  conditions  precedent set forth below on or before the 2003  Borrowing Date
(each document received by the Administrative Agent and described below shall be
dated the 2003  Borrowing  Date,  unless  otherwise  specified,  and in form and
substance reasonably satisfactory to the 2003 Lender).

     (a) The Administrative Agent shall have received a 2003 Notice of Borrowing
with respect to the 2003 Advance  meeting the  requirements of Section 1.2(a) of
this Amendment.

     (b) The  Administrative  Agent shall have  received the duly  executed 2003
Note for the account of the 2003  Lender  meeting  the  requirements  of Section
1.3(b)(i) of this  Amendment  and each of the  Guarantors  shall have placed its
guaranty ("aval") upon the 2003 Note.

     (c) The Administrative  Agent shall have received (i) a certificate of each
of the  Credit  Parties,  substantially  in the form of  Exhibit C to the Credit
Agreement,  signed by a  Responsible  Officer  of such  Credit  Party and (ii) a
certificate  of the Secretary or any  Assistant  Secretary of such Credit Party,
substantially  in the form of Exhibit D to the Credit Agreement and stating that
there has been no change to its constitutional documents since the date the 2002
Advances were made, together with certified copies of (A) the resolutions of the
Board of Directors of such Credit Party approving such Credit Party's execution,
delivery,  and performance of this Amendment and the  transactions  contemplated
hereby and (B) all documents  evidencing  other necessary  corporate  action and
consents or approvals of any  Governmental  Authority,  if any,  with respect to
this Amendment and the transactions contemplated hereby.

     (d) The Administrative  Agent shall have received (i) an opinion of Cleary,
Gottlieb,  Steen & Hamilton,  special New York  counsel for the Credit  Parties,
substantially  in the form of Exhibit E-1 to the Credit Agreement and as to such


                                       3
<PAGE>

other matters as the 2003 Lender through the Administrative Agent may reasonably
request and (ii) an opinion of White & Case LLP,  special  New York  counsel for
the  2003  Lender  and  the  Administrative  Agent,  in form  reasonable  to the
Administrative  Agent,  regarding this Amendment and as to such other matters as
the 2003 Lender through the Administrative Agent may reasonably request.

     (e) The  Administrative  Agent  shall have  received an opinion of David A.
Gonzalez Vessi, Mexican counsel to the Credit Parties, substantially in the form
of Exhibit E-2 to the Credit  Agreement and as to such other matters as the 2003
Lender through the Administrative Agent may reasonably request.

     (f) As of the 2003  Borrowing  Date (and after giving  effect  thereto) (i)
there shall  exist no Default or Event of Default  and (ii) all  representations
and warranties contained in Article IV of the Credit Agreement (except for those
under  Sections  4.05,  4.15 and 4.16 thereof)  shall be true and correct in all
material respects as though made on and as of the 2003 Borrowing Date.

     (g) The Borrower shall have paid all accrued fees and invoiced  expenses of
the  Administrative  Agent  and  reimbursed  the  Administrative  Agent  for all
reasonable out-of-pocket expenses incurred in accordance with Section 9.04(a)(i)
of the Credit Agreement.

     (h) Each of the Borrower and the Subordinated  Creditor shall have executed
and  delivered to the  Administrative  Agent an  amendment to the  Subordination
Agreement  substantially  in the form of  Exhibit  B hereto,  providing  for the
treatment of the 2003 Advance in the same manner as the 2002 Advances.

     (i) There  shall  not have  occurred  any  material  adverse  change in any
country in which any Credit Party or any of its respective Subsidiaries operate,
or in  the  international  loan  syndication  or  financial  or  capital  market
conditions generally from those in effect on the date hereof.

     (j) Since  December  31, 2002,  there shall not have  occurred any material
adverse change in the condition  (financial or otherwise),  operations,  assets,
liabilities  or prospects  of the Borrower or the Borrower and its  Subsidiaries
taken as a whole.

     (k) No litigation, action, suit, investigation,  claim or proceeding by any
Governmental Authority or any Person shall be pending or threatened with respect
to (i) this  Amendment,  (ii) the Credit  Agreement or any other Loan  Document,
(iii) the transactions  contemplated  hereby or thereby or (iv) any agreement to
which any Credit Party or any of its  respective  Subsidiaries  is a party which
could reasonably be expected to have a Material Adverse Effect.

     (l)  All  Governmental  Approvals  required  in  connection  with  (i)  the
execution,  delivery and  performance  of this  Amendment and (ii) the legality,
validity,  binding effect and enforceability of this Amendment and the 2003 Note
shall have been obtained.

     (m) The Administrative  Agent shall have received such other  certificates,
documents and opinions of counsel as the 2003 Lender through the  Administrative
Agent may reasonably request.

     (n) The 2003 Note,  certificates,  legal  opinions and other  documents and
papers  referred to in this  Section 2,  unless  otherwise  specified,  shall be
delivered to the Administrative Agent for the account of the 2003 Lender.

     (o) Notwithstanding  Section 9.01 of the Credit Agreement,  with respect to
any waiver of any condition set forth in this Section 2, Required  Lenders shall
be calculated solely with respect to the 2003 Advance.

     Section 3. Miscellaneous.

     3.1 Execution and  Effectiveness  of this Amendment.  Upon execution,  this
Amendment shall be construed as a first amendment to the Credit Agreement,  and,
as provided in the Credit Agreement,  this Amendment forms a part thereof.  This
Amendment  shall be  effective  as of the date  hereof  upon the  execution  and
delivery of this Amendment by the Borrower,  the Guarantors,  the Administrative


                                       4
<PAGE>

Agent,  the Required Lenders  determined with respect to the 2002 Advances,  and
the 2003 Lender.

     3.2  Representations  and Warranties.  The Borrower  hereby  represents and
warrants to the 2003 Lender that (a) all consents,  approvals and authorizations
necessary for such party's execution, delivery and performance of this Amendment
have been obtained or will be obtained as of the 2003  Borrowing  Date, (b) this
Amendment and the 2003 Note have been, or will be as of the 2003 Borrowing Date,
duly executed and delivered by the Borrower and the  Guarantors and constitute a
legal,  valid  and  binding  obligation  of the  Borrower  and  the  Guarantors,
enforceable  against the Borrower and the  Guarantors in  accordance  with their
respective  terms, (c) each of the  representations  and warranties set forth in
Article IV of the Credit Agreement are true and correct in all material respects
on and as of the date hereof and on and as of the 2003 Borrowing Date, as though
made on and as of the date hereof and the 2003  Borrowing Date (except for those
under  Sections  4.05,  4.15 and 4.16  thereof)  and (d) no  Default or Event of
Default exists or would result from the disbursement of the 2003 Advance.

     The 2003 Lender  represents  and warrants to the Borrower that on and as of
the date hereof the 2003  Lender is a Mexican  development  banking  institution
(institucion de banca de desarrollo).  The Borrower shall not be required to pay
additional  amounts or indemnify the 2003 Lender under  paragraphs (a) or (b) of
Section 2.10 of the Credit Agreement for any Taxes to the extent that such taxes
would  not have  been  imposed  but for the  untruth  on the date  hereof of the
foregoing representation.

     3.3 Waiver.  This Amendment is made in amendment and  modification  of, but
not extinguishment of, the obligations set forth in the Credit Agreement and the
other Loan Documents and, except as specifically  modified pursuant to the terms
of this  Amendment,  the terms and  conditions  of the Credit  Agreement and the
other Loan Documents remain in full force and effect. Except as specifically set
forth herein,  nothing  herein shall limit in any way the rights and remedies of
the Lenders or the Administrative Agent under the Credit Agreement and the other
Loan  Documents.  The execution,  delivery and  performance by the Lenders,  the
Administrative  Agent and the other parties hereto of this  Amendment  shall not
constitute a waiver, forbearance or other indulgence with respect to any Default
or Event of Default now existing or hereafter arising.

     3.4  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together constitute one and the same instrument.

     3.5  Severability.  Any  provision  of this  Amendment  held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,  be
ineffective  to the extent of such  invalidity,  illegality or  unenforceability
without  affecting the validity,  legality and  enforceability  of the remaining
provisions hereof; and the invalidity of a particular  provision in a particular
jurisdiction shall not invalidate such provisions in any other jurisdiction.

     3.6 Governing  Law. This  Amendment  shall be governed by, and construed in
accordance with, the laws of the State of New York.

     3.7 Headings.  Headings  herein are for  convenience  only and shall not be
relied upon in interpreting or enforcing this Amendment.


                                       5
<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
officers to execute and deliver this Amendment to the Credit Agreement as of the
date first above written.

Address:
General Anaya 601 Poniente,             FEMSA EMPAQUES, S.A. DE C.V.,
Colonia Bella                           as Borrower
Vista 1er Piso
Monterrey, N.L. Mexico,
C.P. 64410
Attention:
Arturo Guerrero/Elvia Villarreal        By: ______________________________
Telephone: 011-52-818-328-6606            Name:
/ 011-52-818-328-6635                     Title:
Facsimile:  011-52-818-328-6893

                                        By: ______________________________
                                          Name:
                                          Title:





                                      S-1

<PAGE>

General Anaya 601 Poniente, Colonia
Bella Vista 1er Piso                    FABRICAS MONTERREY, S.A. DE C.V.,
Monterrey, N.L. Mexico,
C.P. 64410                              as Guarantor
Attention:
Arturo Guerrero/Elvia Villarreal
Telephone: 011-52-818-328-6606
/ 011-52-818-328-6635
Facsimile:  011-52-818-328-6893         By: ______________________________
                                          Name:
                                          Title:


                                        By: ______________________________
                                          Name:
                                          Title:



General Anaya 601 Poniente,
Colonia Bella Vista 1er Piso           SILICES DE VERACRUZ, S.A. DE C.V.,
Monterrey, N.L. Mexico, C.P. 64410              as Guarantor
Attention: Arturo Guerrero
/Elvia Villarreal
Telephone: 011-52-818-328-6606
/ 011-52-818-328-6635                   By: ______________________________
Facsimile:  011-52-818-328-6893            Name:
                                           Title:


                                       By: ______________________________
                                         Name:
                                         Title:



                                      S-2

<PAGE>

Montes Urales #620, 3er Piso        BBVA BANCOMER, S.A., INSTITUCION DE
Colonia Lomas de Chapultepec        BANCA MULTIPLE,
                                    GRUPO FINANCIERO BBVA BANCOMER,
Mexico D.F. 11000                     as Administrative Agent
Attention: Concepcion Zuniga
Telephone:  011-52-555-201-2063
Facsimile:  011-52-555-201-2054     By: ______________________________
                                      Name:
                                      Title:


                                    By: ______________________________
                                      Name:
                                      Title:


                                      S-3


<PAGE>

                                  2002 LENDERS


Montes Urales #620, 3er Piso      BBVA BANCOMER, S.A., INSTITUCION DE BANCA
                                  MULTIPLE,
Colonia Lomas de Chapultepec      GRUPO FINANCIERO BBVA BANCOMER,
Mexico D.F. 11000                   as 2002 Lender
Attention: Concepcion Zuniga
Telephone:  011-52-555-201-2063
Facsimile:  011-52-555-201-2054   By: ______________________________
                                    Name:
                                    Title:


                                  By: ______________________________
                                    Name:
                                    Title:

                                      S-4

<PAGE>

100 Rustcraft Road                   BANKBOSTON N.A.,
Dedham, Massachusetts                 as 2002 Lender
United States
Attention: Pamela Carpenter
/Jorge Garcia
Telephone: (781) 467-2271            By: ______________________________
                                       Name:
                                       Title:


                                     By: ______________________________
                                       Name:
                                       Title:

                                      S-5

<PAGE>

151 O'Connor Street               EXPORT DEVELOPMENT CANADA,
Ottawa, Ontario, Canada             as 2002 Lender
Attention: Denis L'Heureux
/Diana MacGibbon
Telephone: (613) 597 8809
Facsimile: (613) 597 8503         By: ______________________________
                                    Name:
                                    Title:


                                  By: ______________________________
                                    Name:
                                    Title:


                                      S-6

<PAGE>

                                   2003 LENDER


Camino A Santa Teresa No. 1679          BANCO NACIONAL DE COMERCIO EXTERIOR,
                                        S.N.C. (Acting
Col. Jardines Del Pedregal,             through its Grand Cayman Branch),
Mexico, D.F. C.P. 01900                   as 2003 Lender
Attention: Lic. Leonel Vasquez Gomez
Lic. Lorena Moreno Quintanilla
Telephone: (011) 5281-8369-2121 / 2112  By: ______________________________
Fax:     (011) 5281-8369-2155             Name:
                                          Title:


                                        By: ______________________________
                                          Name:
                                          Title:


                                      S-7

<PAGE>




                                                                         Annex I

                                   COMMITMENT
<TABLE>
<CAPTION>

2003 Lender                                                                                       Advance Amount

<S>                                                                                                 <C>
Banco Nacional de Comercio Exterior, S.N.C. (Acting through its Grand
Cayman Branch)                                                                                       $30,000,000
                                                                                                    ============

                                   Annex I-1

</TABLE>