SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F

Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2003

Commission File Number 333-08340-01

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MEXICANA DE COBRE, S.A. DE C.V.(Exact name of registrant as specified in its charter)

MEXICAN COPPER COMPANY(Translation of registrant's name into English)

United Mexican States(Jurisdiction of incorporation or organization)

c/o Minera México, S.A. de C.V.
Baja California 200
Col. Roma Sur
06760 México, D.F.(Address of principal executive offices)

Securities
registered or to be registered pursuant to Section 12(b) of the Act: None

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: Guarantees of 8.25% Series A Guaranteed Senior Notes due 2008 and
9.25% Series B Guaranteed Senior Notes due 2028
issued by Minera México, S.A. de C.V.

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:

Shares of common stock1,043,271,843 Class I Series A Shares

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 ý    No o

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o    Item 18 ý

The registrant is a subsidiary of Minera México, S.A. de C.V. The registrant is filing this form using the reduced disclosure format
provided for in Instruction I to Form 10-K. See Explanatory Note.



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TABLE OF CONTENTS

|EXPLANATORY NOTE           
|---------------------------
|PRESENTATION OF INFORMATION
|FORWARD-LOOKING STATEMENTS 
|PART I                     
|ITEM 1.                    
|ITEM 2.                    
|ITEM 3.                    
|ITEM 4.                    
|ITEM 5.                    
|ITEM 6.                    
|ITEM 7.                    
|ITEM 8.                    
|ITEM 9.                    
|ITEM 10.                   
|ITEM 11.                   
|ITEM 12.                   
|PART II                    
|ITEM 13.                   
|ITEM 14.                   
|ITEM 15.                   
|ITEM 16.                   
|ITEM 16A.                  
|ITEM 16B.                  
|ITEM 16C.                  
|ITEM 16D.                  
|ITEM 16E.                  
|PART III                   
|ITEM 17.                   
|ITEM 18.                   
|ITEM 19.                   
|ANNEX F                    

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EXPLANATORY NOTE

We are Mexicana de Cobre, S.A. de C.V. and we are required to file an annual report ("Annual Report") on Form 20-F pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 15d-1 thereunder because we are a guarantor of the 8.25% Series A
Guaranteed Senior Notes due 2008 (the "Series A Notes") and 9.25% Series B Guaranteed Senior Notes due 2028 (the "Series B Notes" and together with the Series A Notes, the
"Notes") of Minera México, S.A. de C.V. ("Minera México"), which were issued and sold pursuant to a registration statement on Form F-1 under the
Securities Act of 1933, as amended (the "Act") (Commission File No. 333-08430). Minera México owns 95.74% of our capital stock, and the balance was acquired by the
Mexican National Mine Workers Union in 1988 in connection with the privatization of the registrant.

Minera
México has filed an annual report on Form 20-F for the year ended December 31, 2003 (Commission File No. 333-08430).

We
have omitted certain information required by Form 20-F from this Annual Report on the basis of Instruction I to Form 10-K under the Exchange Act,
which permits a company wholly-owned by another company that is a reporting company under the Exchange Act to file an abbreviated annual report in accordance with the no-action letter
issued by the Staff of the Securities and Exchange Commission (the "SEC") on October 28, 1999.

Our
securities with respect to which there is a reporting obligation under Section 15(d) of the Exchange Act consist only of guarantees of the Notes of Minera
México and cannot be held or traded separately. We have accordingly omitted responses to Items 10 and 14, which call for information concerning the securities that is inapplicable to
the guarantees of the Notes. Information responsive to these Items can be found in the annual report on Form 20-F of Minera México.

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PRESENTATION OF INFORMATION

We are a corporation (sociedad anónima de capital variable) organized under the laws of the United
Mexican States ("México") and present our financial statements in U.S. dollars and in accordance with accounting principles generally accepted in the United States of America. We are
Mexicana de Cobre, S.A. de C.V. (and together with our subsidiaries, the "Mexcobre Unit"). The Mexcobre Unit is a majority-owned indirect subsidiary of Minera México, S.A. de C.V. ("MM"
or "the Company"). The Mexcobre Unit is also an entity registered pursuant to Mexican law, through which the Company holds assets, incurs liabilities and conducts operations in México.
The Company's functional currency is the U.S. dollar, while the Mexcobre Unit maintains its books in Mexican Pesos. Foreign currency assets and liabilities are remeasured into U.S. dollars at current
exchange rates except for inventory, property, plant and equipment and other assets, which are remeasured at historical exchange rates. Revenues and expenses are generally translated at average
exchange rates in effect during the period, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates.

References
in this Annual Report to "U.S. dollars" or "US$" are to the lawful currency of the United States. References in this Annual Report to "pesos" or "Ps." are to the lawful
currency of México.

Unless
otherwise indicated, all references herein to volumes of ore, concentrates and other metal products are expressed in metric tons. One metric ton equals approximately 2,204.62
pounds.

FORWARD-LOOKING STATEMENTS

We may from time to time make forward looking statements in our periodic reports to the 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 any of our officers, directors or employees to analysts,
institutional investors, representatives of the media and others. These statements appear in a number of places in this Annual Report and include statements regarding our current intent, belief or
current expectations or those of our officers with respect to trends affecting our financial condition or results of operations. Where used in this Annual Report, the words "anticipate", "believe",
"estimate", "expect", "intend", "plan", and "project" and similar expressions, as they relate to us or our management are intended to identify such forward-looking statements. Such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-
looking statements as a result of various factors. The information contained in this Annual Report, including, without limitation, the information under Item 4. "Information on the Company" and Item
5. "Operating and Financial Review and Prospects," identifies important factors that could cause such differences. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. We do not undertake any obligation to release publicly the result of any revisions to these forward-looking statements, which may be made to
reflect events or circumstances after the date hereof, including, without limitation, changes in our business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated
events.

PART I

ITEM 1.    DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

We have omitted portions of this item on the basis of Instruction I(2)(a) to Form 10-K. See Explanatory Note.

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SELECTED OPERATING DATA

The following table presents selected production and other operating data for our subsidiaries and us. The data includes production sold to the other operating
units of the Mexcobre Unit.

|                                           |                          | Year ended December 31,
|------------------------------------------ | ------------------------ | -----------------------
|
|
|Material moved (metric tons in thousands)  |                          | 81,931                 
|Ore milled (metric tons in thousands)      |                          | 33,439                 
|Ore grade (average % copper for period)    |                          | 0.54                   
|Leach ore (metric tons in thousands)       |                          | 17,814                 
|Waste (metric tons in thousands)           |                          | 30,679                 
|Stripping ratio(1)                         |                          | 1.45                   
|Copper concentrate production:             |                          |                        
|                                           | Copper                   |                        
|                                           | Molybdenum               |                        
|Metal contained in concentrate production: |                          |                        
|                                           | Copper                   |                        
|                                           | Silver                   |                        
|                                           | Gold (kilograms)         |                        
|                                           | Molybdenum               |                        
|Smelter(2) and SX-EW production:(3)        |                          |                        
|                                           | Copper anodes            |                        
|                                           | Copper cathodes          |                        
|                                           | Sulfuric acid            |                        
|Refinery production:                       |                          |                        
|                                           | Copper cathodes          |                        
|Rod plant production:                      |                          |                        
|                                           | Copper rod               |                        
|Precious metals refinery:(4)               |                          |                        
|                                           | Refined silver           |                        
|                                           | Refined gold (kilograms) |                        

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ITEM 4.    INFORMATION ON THE COMPANY

We have abbreviated our response to this item on the basis of Instruction I(2)(d) to Form 10-K. See Explanatory Note.

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HISTORY AND DEVELOPMENT OF THE COMPANY

We are Mexicana de Cobre, S.A. de C.V. (and together with our subsidiaries, the "Mexcobre Unit"), a subsidiary of Minera México, a Mexican
corporation. Minera México owns 95.74% of our capital stock and the balance is owned by the Mexican Mine Workers Union.

We
were established in 1968 pursuant to a concession from the Mexican authorities to explore the La Caridad property. Exploitation of the mine began in 1979, while we were under the
joint control of Nacional Financiera, S.N.C., a government development bank, another Mexican governmental agency, and Fomento Industrial del Norte de México, S.A. de C.V. ("Fidenome"),
an investment vehicle owned by a group of Mexican investors, including members of the Larrea family. By 1988, primarily as a result
of cost overruns and construction delays associated with a new smelter, we were unable to meet our financial obligations. In 1988, Fidenome transferred its shares in us to a trust in preparation for
our financial restructuring and sale by the Mexican government to the private sector. In November 1988, Grupo Minero México, S.A. de C.V. ("Grupo Minero") acquired 91% of our
shares through a public auction for a purchase price of approximately US$680 million.

BUSINESS OVERVIEW

Introduction

The Mexcobre Unit operates a major open-pit copper mine in northwestern Mexico at La Caridad and is engaged primarily in the business of exploring,
mining and processing copper. The Mexcobre Unit is currently engaged in the production of copper rod, copper cathodes and copper anodes, with quantities of gold and silver, molybdenum and sulfuric
acid.

The
capacity of our low-cost smelter was expanded in 1999 from 180,000 to 300,000 metric tons of copper per year. The construction of a precious metals refinery as part of
the same complex was completed and began operating in July 1999.

For
the year ended December 31, 2003, the Mexcobre Unit accounted for 65.1% and 39.4% of Minera México's consolidated net sales and operating loss, respectively
and, as of December 31, 2003, the Mexcobre Unit accounted for 61.4% of Minera México's total assets.

Metals Prices

Our products are internationally traded commodities. Prices are established on the Commodity Exchange, Inc. ("Comex") in New York and the London Metal
Exchange ("LME"), two of the most important metal exchanges. These exchanges broadly reflect the worldwide balance of supply and demand of metals. The profitability of our operations is dependent on,
and our financial performance is significantly affected by, the international market prices for the metals we produce, especially for copper and silver. Metals prices have historically been subject to
wide fluctuations and are affected by numerous factors beyond our control. These factors, which affect each commodity to varying degrees, include international economic and political conditions,
levels of supply and demand, the availability and cost of substitutes, inventory levels maintained by producers and others and, to a lesser degree, inventory carrying costs and currency exchange
rates. In addition, the market prices of certain metals have on occasion been subject to rapid short-term changes due to speculative activities. Copper prices have been in a general
downward trend since mid-1997.

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The
following table sets forth high, low and average spot prices according to Comex in U.S. dollars for copper for the periods indicated:

|      |                   | High |      | Low  |      | Period Average
|----- | ----------------- | ---- | ---- | ---- | ---- | --------------
|
|1999  |                   | 0.85 |      | 0.61 |      | 0.72          
|2000  |                   | 0.93 |      | 0.74 |      | 0.84          
|2001  |                   | 0.87 |      | 0.60 |      | 0.73          
|2002: |                   |      |      |      |      |               
|      | First quarter     |      | 0.77 |      | 0.65 |               
|      | Second quarter    |      | 0.78 |      | 0.71 |               
|      | Third quarter     |      | 0.77 |      | 0.66 |               
|      | Fourth quarter    |      | 0.76 |      | 0.66 |               
|      | Year              |      | 0.78 |      | 0.65 |               
|2003: |                   |      |      |      |      |               
|      | First quarter     |      | 0.80 |      | 0.71 |               
|      | Second quarter    |      | 0.79 |      | 0.71 |               
|      | Third quarter     |      | 0.83 |      | 0.75 |               
|      | Fourth quarter    |      | 1.04 |      | 0.82 |               
|      | Year              |      | 1.04 |      | 0.71 |               
|2004: |                   |      |      |      |      |               
|      | First quarter     |      | 1.39 |      | 1.06 |               
|      | Second quarter(1) |      | 1.37 |      | 1.14 |               

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The
high level of copper prices resulted in higher net sales, higher operating income and higher net income in 2003. This trend of high copper prices has continued during the first
quarter of 2004. See Item 5. "Operating and Financial Review and Prospects." If high prices continue, these effects will persist and may be magnified. However, in the event of a substantial and
sustained decline in prices, we might, in very adverse market conditions, consider curtailing or modifying certain of our mining and processing operations.

From
time to time, we have entered into hedging transactions to provide partial protection against future decreases in the market price of metals, and we may do so when we believe the
market presents the right conditions. In 2002 and 2003, however, we have not entered into any material hedging transactions. See Item 11. "Quantitative and Qualitative Disclosures About Market
RiskCommodity Price Risk."

ORGANIZATIONAL STRUCTURE

The Mexcobre Unit is a part of the business conducted by Minera México through its subsidiaries. The Mexcobre Unit's extraction, concentrating and
refining operations are essentially independent from Minera México's and its other subsidiaries, but in other respects its business and operations are integrated with Minera
México's and its other subsidiaries in significant ways. For example: (a) the Mexcobre Unit relies on services provided by Minera México and its other subsidiaries
for sales and many administrative functions; (b) the Mexcobre Unit smelts most of the concentrates produced at Mexicana de Cananea, S.A. de C.V. ("Mexcananea" and together with its
subsidiaries, the "Cananea Unit") after the closing of Mexcananea's smelter in 1999 as a result of a strike; and (c) the finance and banking operations of Minera México and its
subsidiaries, including the Mexcobre Unit, are managed jointly.

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On
May 28, 2003, Grupo Minero and Minera México held extraordinary shareholders' meetings approving the merger of Grupo Minero with and into Minera
México. The merger between Grupo Minero and Minera México was effective as of October 1, 2003. The executed resolutions and
accompanying merger agreement were registered on July 2, 2003, with the Mexican Public Registry of Commerce. Under Mexican law, the merger is effective with respect to third parties
90 days after the registration of the shareholders' resolutions and accompanying merger agreement with the Mexican Public Registry of Commerce.

PROPERTY, PLANT AND EQUIPMENT

Introduction

The Mexcobre Unit is currently engaged in the production of copper rod, copper cathodes and copper anodes, with quantities of gold and silver, molybdenum and
sulfuric acid. It operates the La Caridad mining complex, located in the State of Sonora, approximately 13 miles southeast of the town of Nacozari de Garcia and 75 miles south of the
U.S.-México border. It includes an open-pit mine, concentrator, smelter, refinery, rod plant, solvent extraction and electrowinning ("SX-EW") plant, lime plant
and two sulfuric acid plants. The smelter and the sulfuric acid plants, as well as the new refineries and rod plant, are located approximately 14 miles from the mine, and the lime plant is situated 11
miles from the U.S. border. Access is by paved highway and by railroad. The concentrator began operations in June 1979; the molybdenum plant in June 1982; the smelter in
June 1986; the first sulfuric acid plant in July 1988; the SX-EW plant in July 1995; the second sulfuric acid plant in January 1997; the copper refinery in
July 1997; the rod plant in April 1998 and the precious metals refinery in July 1999. The total book value of the Mexcobre Unit's property and equipment was
$1,117.9 million as of December 31, 2003.

Our
headquarters and sales office are in México City and we also have a domestic purchasing office in Hermosillo, Sonora.

Geology

The La Caridad deposit is a porphyry copper deposit typical of those in the Southern basin and range province in the United States. The main rock types that
predate the mineralizing processes are, in chronological order, diorite, granodiorite, quartz monzonite and pegmatite. Breccia bodies are also present. Alteration and mine realization patterns at La
Caridad are comparable to those of other porphyry copper deposits in the southwestern United States. Minable copper mineralization is mainly chalcocite, covellite (in a secondary enrichment blanket)
and chalcopyrite.

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Mining Operations

The Mexcobre Unit uses a conventional open-pit mining method. The ore body is situated within a mountain top, which gives La Caridad the advantage of
a relatively low waste-stripping ratio, natural pit drainage and relatively short haul distances for both ore and waste. The mining method involves drilling, blasting, loading and haulage of waste,
leach and ore to waste and leach dumps and to the primary crushers. Drills, trucks and shovels are used in the mining process. The mine, which was originally designed to produce 72,000 metric tons of
ore per day, has been expanded to produce 90,000 metric tons of ore per day in order to keep pace with the expansion of the concentrator. An average of 89,759, 67,547 and 74,868 metric tons per day of
ore were mined in 2001, 2002 and 2003, respectively. The average copper content of the ore mined was 0.525% in 2001, 0.535% in 2002 and 0.508% in 2003. The stripping ratio at the mine
(i.e., the ratio of waste materials plus leaching ore to ore mined) in 2003 was approximately 1.70 to 1. The mine plan envisions a pit of four square
miles. The final pit has been designed with 45o maximum slopes, forty 15-meter benches, and a minimum of six months of exposed ore. Mining equipment includes 18
170-ton, seven TITAN 200-ton and 13 240-ton diesel-electric trucks, four electric shovels with dipper sizes ranging from 16 to 17 cubic yards, one electric shovel
with a 38-cubic yard dipper, three electric shovels with a 40-cubic yard dipper, six electric rotary blast hole drills and a fleet of bulldozers, road graders, water trucks and
other equipment.

Concentrating Operations

The concentrator is the facility in which ore is processed to separate minerals from the host rock. The concentrator, which began operations in 1979, was designed
to process 72,000 metric tons of ore per day. It has undergone several stages of modification and has a current capacity of 90,000 metric tons of ore per day. Mexcobre uses
state-of-the-art "expert" computer monitoring systems at the concentrator, the crushing plant and the flotation circuit in order to coordinate inflows and optimize
operations.

Ore
extracted from the mine is processed at the concentrator, which produces a copper and molybdenum concentrate. Concentration consists of crushing and grinding the ore and separating
copper-molybdenum ores from waste material by flotation. The copper-molybdenum concentrate is further processed at the molybdenum plant into copper concentrates and molybdenum concentrates. The copper
concentrates are sent to the smelter and the molybdenum is exported. The molybdenum recovery plant has a capacity of 2,000 metric tons per day of copper-molybdenum concentrates. A lime
plant was built in 1980 to produce lime from limestone for use in the concentrating process. The lime plant has a capacity of 340 metric tons of finished product per day.

In
2001, 2002 and 2003, the copper ore processed an average of 90,025, 67,789 and 74,814 metric tons per day, respectively, with an average grade of 0.525%, 0.535% and 0.508% copper,
respectively, and of 0.0399%, 0.0403% and 0.0345% molybdenum, respectively. During the same periods, 503,834, 333,885 and 410,476 metric tons of copper concentrates were produced, with average grades
of 27.94%, 27.53% and 26.12%, respectively. The copper recovery was 81.57% for 2001, 78.73% for 2002 and 77.36% for 2003.

Smelting Operations

Copper concentrates are carried by trucks from the concentrator to the smelter, where they are processed and cast into copper anodes of 99.7% purity to be sold to
refineries. Our flash smelter of Outokumpu design became operational in 1986. The smelter's initial capacity of 180,000 metric tons per year was increased to 330,000 tons as of March 1997 with
the addition of an El Teniente converter, and was further increased to 360,000 metric tons per year with the addition of a new shaft furnace in June 1999. Sulfur dioxide off-gases
collected from the flash furnaces and converters are processed into sulfuric acid at two sulfuric acid plants and sold to third parties. The first sulfuric acid plant, which

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started
operations in July 1988, has a capacity of 2,650 metric tons of sulfuric acid per day, and the second plant, which started operations in January 1997, has a capacity of 2,160
metric tons per day.

Refining Operations

In July 1997 the Mexcobre Unit completed the construction of an electrolytic copper refinery at La Caridad. The refinery, which uses the permanent cathode
technology developed by the Canadian company Kidd Creek, reached its maximum capacity of 300,000 metric tons per year in June 1999. The refinery consists of an anode plant with an AISCO
preparation machine, an electrolytic plant, a slimes treatment plant and a number of ancillary installations. The refinery is producing Grade "A" copper cathode of 99.99% purity. Anodic slimes are
recovered from the refining process and sent to the slimes treatment plant where additional copper is extracted. The slimes are then filtered, packed and shipped to the La Caridad precious metals
refinery to produce silver and gold. Construction of this refinery was completed in July 1999, when operations commenced.

Copper Rod Plant

A rod plant at the Mexcobre Unit was completed in April 1998 and reached its maximum annual operating capacity of 150,000 metric tons by May 1999.
The plant is producing 8 mm copper rods with a purity of 99.99%.

SX-EW Facilities

Approximately 188 million metric tons of leaching ore have been extracted from the La Caridad open-pit mine with grades between 0.10% to 0.32%
sulfide copper since May 1995. With an average grade of approximately 0.25% copper, this ore cannot be processed economically using the conventional smelting process and has been deposited in
leaching dumps. In 1995, Mexcobre completed the construction of a SX-EW facility at La Caridad, which has allowed processing of this ore and certain leach ore reserves that are unmined and
has resulted in a reduction in our production costs of copper. The facility has an annual production capacity of 21,900 metric tons and has received ISO 9002 certification from the International
Standards Organization.

The
following table sets forth capacity, production and utilization information for the Mexcobre Unit's mining, concentrating, smelting and refining facilities in 2003.

MEXICANA DE COBRE, S.A. DE C.V.  MINES AND PLANTS CAPACITY UTILIZATION IN 2003

|Facility              |  | Product        |  | Capacity(1) |  | Production(1) |  | Capacity
Utilization |  
|--------------------- |  | -------------- |  | ----------- |  | ------------- |  | -------------------- | -
|Mine / Concentrator   |  | Milling ore    |  | 32,400,000  |  | 27,307,000    |  | 84                   | %
|Molybdenum Plant      |  | Molybdenum ore |  | 720,000     |  | 416,583       |  | 58                   | %
|Smelting              |  | Anodes         |  | 300,000     |  | 199,033       |  | 66                   | %
|Sulfuric Acid Plant   |  | Sulfuric acid  |  | 1,565,520   |  | 603,300       |  | 39                   | %
|SX-EW Plant           |  | Cathodes       |  | 21,900      |  | 21,470        |  | 98                   | %
|Copper Refinery       |  | Cathodes       |  | 300,000     |  | 163,967       |  | 55                   | %
|Copper Rod Plant      |  | Wire rod       |  | 150,000     |  | 52,822        |  | 36                   | %
|Precious Metals Plant |  | Anode slimes   |  | 2,800       |  | 821           |  | 29                   | %
|Lime Plant            |  | Lime           |  | 122,400     |  | 117,803       |  | 96                   | %

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Reserves

Minera México has estimates of ore reserves prepared with respect to each of its units as of January 1 of each year. The ore reserve
estimates set forth below have been prepared by us in conjunction with Minera México's engineering staff using evaluation methods generally used in the international mining industry,
including standard methods of mapping, drilling, sampling, assaying and modeling. The reserves may not conform to geological, metallurgical or other expectations, and the volume and grade of ore
recovered may be below the expected levels. Lower market prices, increased production costs, reduced recovery rates and other factors may render proven and probable reserves uneconomic to exploit and
result in revision of reserve data from time to time. Reserve data are not indicative of future results of operations.

The
terms "dilution," "probable reserves," "proven reserves," "reserve," "total leaching recovery," "total metal recoverable" and "total mill recovery," which are used in the following
table, are defined as follows:

Dilution (extracting loss)The reduction in grade that results from inclusion of waste material from the foot wall and hanging
wall into the vein during exploitation of an underground mine.

Probable reservesReserves for which quantity and grade are computed from information similar to that used for proven reserves
but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance,
although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Proven reservesReserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or
drill holes; (b) grade and/or quality are computed from the results of detailed sampling; and (c) the sites for inspection, sampling and measurement are spaced so closely and the
geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established.

ReserveThat part of a mineral deposit, which could be economically and legally extracted or produced at the time of the
reserve determination.

Total leaching recoveryThe amount of metal recovered in the leaching process expressed as a percentage of the metal contained
in the ore.

Total metal recoverableThe amount of metal recoverable after the flotation process. The calculation of total metal
recoverable takes account of dilution and total mill recovery.

Total mill recoveryThe amount of metal recovered in the concentrator expressed as a percentage of the metal contained in the
ore.

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The
following table sets forth estimated reserve data of the Mexcobre Unit as of January 1, 2004, prepared by our Department of Mining, Planning and Control under the supervision
of Minera México's Director of Mining, Planning and Control:

Ore Reserves  (Estimated as of January 1, 2004)

|           |          | Ore                                                |         | Copper  |      | Molybdenum
(Average grade
percentage, unless
otherwise indicated) |      
|---------- | -------- | -------------------------------------------------- | ------- | ------- | ---- | ----------------------------------------------------------------- | -----
|
|Mill ore:  |          |                                                    |         |         |      |                                                                   |      
|           | Proven   |                                                    | 638,222 |         | 0.42 |                                                                   | 0.024
|           | Probable |                                                    | 36,910  |         | 0.38 |                                                                   | 0.020
|           |          | Total                                              |         | 675,132 |      | 0.42                                                              |      
|           |          | Total mill recovery                                |         |        |      | 82.59                                                             | %    
|           |          | Total metal recoverable (thousands of metric tons) |         |        |      | 2,330                                                             |      
|Leach ore: |          |                                                    |         |         |      |                                                                   |      
|           | Proven   |                                                    | 554,697 |         | 0.24 |                                                                   |     
|           | Probable |                                                    | 45,089  |         | 0.24 |                                                                   |     
|           |          | Total                                              |         | 599,786 |      | 0.24                                                              |      
|           |          | Total leaching recovery                            |         |        |      | 29.88                                                             | %    
|           |          | Total metal recoverable (thousands of metric tons) |         |        |      | 430                                                               |      

The
above reserve estimates take into account estimated dilution (extracting loss) by applying to mine ore grades a factor derived from historical mine-concentrator grade
differences.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

We have abbreviated our response to this item on the basis of Instruction I(2)(a) to Form 10-K. See Explanatory Note.

The
following discussion should be read in conjunction with the Financial Statements included elsewhere in this Annual Report. We present our financial statements in U.S. dollars and in
accordance with accounting principles generally accepted in the United States of America. The Mexcobre Unit is a majority-owned indirect subsidiary of Minera México, S.A de C.V. ("MM"
or "the Company"). It is also an entity registered pursuant to Mexican law, through which the Company holds assets, incurs liabilities and conducts operations in México. The Mexcobre
Unit comprises substantially all the assets and liabilities of the Company associated with its mining operations in Mexico. The Company's functional currency is the U.S. dollar, while the Mexcobre
Unit maintains its books in Mexican Pesos. Foreign currency assets and liabilities are remeasured into U.S. dollars at current exchange rates except for inventory, property, plant and equipment and
other assets, which are remeasured at historical exchange rates. Revenues and expenses are generally translated at average exchange rates in effect during the period, except for those expenses related
to balance sheet amounts that are remeasured at historical exchange rates.



Under U.S. GAAP, a definition of the functional currency is required, which may differ from the reporting currency. The Company's management has determined the
U.S. dollar as its functional currency in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52.

11

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Subsequent to the issuance of our December 31, 2002, consolidated financial statements, prepared in accordance with Mexican GAAP and accordingly expressed in thousands of Mexican
pesos of purchasing power as of December 31, 2002, our management determined that our reconciliation of net income (loss) and shareholders equity from Mexican GAAP to U.S. GAAP were not
prepared assuming that the U.S. dollar was the functional currency, but rather reflected the Mexican peso as the functional currency. Therefore, the reconciliation of net income (loss) and
stockholders' equity to U.S. GAAP as of and for the years ended December 31, 2002 and 2001 have been restated to give effect to the identification of the U.S. dollar as the functional currency.

Under
U.S. GAAP, with the U.S. dollar as the functional currency, the effects of inflation recognized under Mexican GAAP must be eliminated in the reconciliation to U.S. GAAP.

Accordingly,
the restated amounts shown below have been remeasured into U.S. dollars and translated back into the reporting currency, the Mexican peso, by applying the procedures
specified in SFAS No. 52.

The
objective of the remeasurement process is to produce the same results that would have been reported if the accounting records had been kept in U.S. dollars. Accordingly, the
comprehensive effects of inflation are removed from the Mexican peso-denominated financial statements. Monetary assets and liabilities are remeasured at the balance sheet date (current)
exchange rate. Non-monetary assets are recorded at their historical exchange rate at the time of purchase. Past transactions in currencies other than the U.S. dollar are remeasured at the
exchange rates in effect when the transactions occurred. Revenues and expenses are remeasured on a monthly basis at the average rates of exchange in effect during the period, except for consumption of
non-monetary assets, which are remeasured at the rates of exchange in effect when the respective assets were acquired. Translation gains and losses on monetary assets and liabilities
arising from the remeasurement are included in the determination of net loss in the period such gains and losses arise.

The
amounts obtained from the remeasurement process referred to above are translated back into Mexican pesos following the provisions of SFAS No. 52. Assets and liabilities are
translated at the current selling exchange rate of Mexican pesos of Ps.10.31 and Ps.9.14 to one U.S. dollar as of December 31, 2002 and 2001, respectively. Revenues, expenses, gains and losses
reported in the income statement are translated at the exchange rate existing at the time of each transaction or, if appropriate, at the weighted average exchange rate during the period. Translation
effects of exchange rate changes are included in other comprehensive income as a cumulative translation adjustment in stockholders' equity.

The
effect of the restatement is further discussed in Note 17 to our audited consolidated financial statements.



The preparation of consolidated financial statements in conformity with accounting principles generally accepted in México requires us to make
estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.

We
believe that the following accounting policies are the most critical to our consolidated financial statements since these policies require significant judgment or involve complex
estimates that are important to the portrayal of our financial condition and results of operations.

12

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We periodically re-evaluate estimates of our ore reserves, which represent our estimate as to the amount of unmined copper, zinc, lead, silver and
gold remaining in existing mine locations that can be produced and sold at a profit. Such estimates are based on engineering evaluations derived from samples of drill holes and other openings,
combined with assumptions about the applicable metals market prices and production costs. We believe that the metals price assumptions used are consistent with average historical prices over recent
full economic and pricing cycles.

The
reserve estimates have been adjusted for actual production since the most recent reserve declarations. Many companies declare their ore reserves on an annual basis. We believe that
our estimates as to ore reserves closely approximate the ore reserve quantities that would have been determined as of December 31, 2003. The reserve estimates have been calculated as of
January 1 on an annual basis.

We
use ore reserve estimates in determining, among other things, the recoverability of long-lived assets, the amount of capitalized stripping and units of production
amortization of capitalized mine stripping. We believe this price reflects a valid price assumption over the remaining life of our mines, which is approximately 15 years. We understand that the
SEC has recently indicated that in calculating ore reserves, companies should use no more than a three-year historical average price. Price assumptions utilized by us in determining ore
reserves and three-year average market price data are as follows:

|           |  | Price Assumption Utilized in
Determining Ore Reserves |        | Three-Year Average
Market Prices
|---------- |  | ----------------------------------------------------- | ------ | --------------------------------
|
|Copper     |  | $                                                     | 0.90   |                                 
|Molybdenum |  |                                                       | 4.60   |                                 
|Zinc       |  |                                                       | 0.50   |                                 
|Gold       |  |                                                       | 350.00 |                                 
|Silver     |  |                                                       | 5.00   |                                 
|Lead       |  |                                                       | 0.24   |                                 

We
believe the price assumptions used to determine ore reserves are reasonable and appropriate for the purpose of managing operations.



Stripping costs:In carrying out operations in open-pit mines, we are required to remove waste
materials to access mineral deposits. Because the concentration of mineral deposits is not evenly distributed throughout the mines, there are periods during the life of the mine where we mine more (or
better quality) reserves as compared to waste removed, and periods during which we mine less (or lower quality) reserves as compared to waste removed.

For
each of our existing production stage open-pit mines, mine engineers have calculated a life-of-mine stripping ratio, which represents our estimate
of the total amount of waste to be incurred divided by the estimated total proven and probable reserve at each such mine. The mine stripping ratios are used to determine the amount of mine production
costs to be charged against earnings. In periods when the actual ratio of waste to mineral ore extracted exceeds the life-of-mine stripping ratios, we capitalize production
costs associated with mining operations in proportion to the excess waste mined. Such capitalized costs are included in net capitalized mine stripping, and are amortized using the units of production
method. Copper resources contained in piles of leaching materials that have been extracted from the mines are not included in the determination of units of production amortization. Conversely, in
periods when the actual ratio of waste to mineral ore mined is less than

13

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the
life-of-mine stripping ratios, we reduce the net capitalized mine stripping asset proportionally with a charge of amortization expense.

We
understand that the SEC is currently evaluating methods for accounting for mine stripping costs. In addition, we are aware that in recent public comments, the SEC has expressed
unfavorable views towards our method of accounting for mine stripping costs, which is also shared by others within the industry. However, we believe that our method of accounting for mine stripping
costs, which effectively results in the smoothing of production costs over the lives of our mines, accurately reflects the results and operations of our mining operations and also facilitates improved
matching of revenues and related expenses.

During
2003, 2002 and 2001, actual stripping ratios were higher than the life-of-mine stripping ratios for our mines, which resulted in the capitalization of mine
costs associated with the additional waste mined. If we were to have expensed all production costs associated with its mining operations as incurred, net operating costs expenses would have increased
by $8.3 million, $2.7 million and $27.8 million, for the years ended December 31, 2003, 2002 and 2001, respectively.

Estimated
life-of-mine stripping ratios for each of the Mexcobre Unit mines for the years ended December 31, 2003, 2002 and 2001, were as follows:

|     |  | Estimated Life-of-Mine Stripping
Ratio for Mexcobre Unit
|---- |  | --------------------------------------------------------
|2003 |  | 1.70                                                    
|2002 |  | 1.60                                                    
|2001 |  | 1.61                                                    

Mine development costs: Exploration costs incurred before site operation are expensed as incurred, except for expenditures related to
specific properties where proven and probable mineral resources have been confirmed, in which case the expenditures are capitalized as mine development costs. Capitalized mine development costs are
amortized on a straight-line basis over the estimated useful lives of the corresponding proven metal reserves.



In accordance with Mexican labor law and our collective bargaining agreements, a liability results from the voluntary departure of employees who have worked for a
company for a minimum number of years. In addition, in accordance with the Federal Labor Law, companies have obligations resulting from indemnities and seniority premiums payable to employees
terminated under certain circumstances. We record the liabilities from voluntary employee departures, indemnities and seniority premiums as they accrue, in accordance with actuarial computations.

When
there is a significant reduction in personnel due to a restructuring of the labor force or the closing of a plant, the corresponding costs, net of the corresponding reduction in
projected benefit obligations and other related items, are charged to results.

We
are accruing a liability that at present value will cover the projected benefit obligations owed to our employees at their respective estimated retirement dates. Payments are charged
to results in the period in which they are made.



Most of our copper is sold as refined metal under annual contracts or on a spot sale basis. The balance of our copper production is sold in the form of
concentrate under contracts of one to three years in duration. Silver and gold are sold under monthly contracts or in spot sales.

14

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Beginning
in 2000, revenue from sales of copper concentrate is recorded in the month the product is delivered to customers based on prices as provided in the sales contracts. When the
price is subject to adjustment for changes in market prices between the time of shipment to customers and the settlement date, since we have substantially completed our obligations under the sales
contract and title has passed to the customer, revenue is recognized based on market prices prevailing at the shipment date, and the final price is determined within three months of shipment. Revenue
with respect to these sales is adjusted in the period of settlement to reflect final pricing and in periods prior to settlement to reflect any decline in market prices that may occur between shipment
and settlement. The cumulative effect of this change in accounting for revenue recognition at January 1, 2000, was not significant.

RESULTS OF OPERATIONS FOR 2003 AND 2002

We reported an operating income of $39.5 million in 2003, compared to an operating income of $20.8 million in 2002. The increase was primarily due
to higher prices for copper and molybdenum.

We
reported a net income of $75.3 million in 2003, compared to net income of $138.7 million in 2002. The decrease in net income was primarily due to foreign exchange
related gain and deferred taxes in 2002.

Net Sales

Net sales in 2003 were $434.2 million, 0.9% higher than net sales in 2002, which were $430.5 million. This increase was primarily due to higher
prices for copper and molybdenum.

Cost of sales

Cost of sales in 2003 was $346.5 million, 4.8% lower than in 2002, due primarily to a decrease in the amount of copper concentrates purchased and lower
copper volume sales. In 2002, cost of sales was $363.9 million. Cost of sales as a percentage of net sales decreased from 84.5% in 2002 to 79.8% in 2003.

Administrative expenses

Administrative expenses in 2003 were $10.7 million, 15.4% higher than in 2002, when they were $9.3 million. The main reason for this increase was
the amount charged by Servicios de Apoyo Administrativos, S.A. de C.V., our affiliate provider of administrative services.

Depreciation and amortization

Depreciation and amortization expense in 2003 was $37.5 million, 2.9% higher than in 2002. Depreciation and amortization expense in 2002 was
$36.5 million.

Net financing cost

Net financing cost resulted in income of $38.5 million in 2003, compared to an income of $55.1 million in 2002. The change from 2002 to 2003 was
primarily due to recognition of $12.2 million of exchange gain in 2003, compared to an exchange income of $25.2 million in 2002.

Income taxes

Our tax returns and those of our subsidiaries are consolidated and filed at the level of Minera México. Each year we and each of our subsidiaries
pays Minera México the amount of tax, if any, each subsidiary or we would have paid had they or we filed a separate tax return. In the event Minera México reduces its
consolidated tax liability through the use of tax loss carryforwards or other tax benefits with respect to us or any of our subsidiaries, Minera México is obligated to reimburse us or

15

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such
subsidiary for such tax benefit at the time such benefit would otherwise have reduced the tax payable by us or such subsidiary. At December 31, 2003, we had tax loss carryforwards
amounting to $116.3 million, all of which had been applied to reduce the income taxes of Minera México.

Through
2001, the income tax rate was 35% with the obligation to pay this tax each year at a rate of 30% and the option of deferring payment of the remaining 5% until profits are
distributed. The new tax law enacted January 1, 2002, eliminated the option to defer the 5% portion of the income tax payment and reduces the 35% tax rate by one percentage point each year
until it reaches 32% in 2005. The deduction for employee statutory profit-sharing and the obligation to withhold taxes on dividends paid to individuals or foreign residents was also eliminated.

We
are subject to income tax and to an alternative minimum corporate tax known as asset tax, which is currently assessed at 1.8% on the net average balances of certain assets and
liabilities. Our subsidiaries and we are also required under Mexican law to pay employees, in addition to their normal compensation and benefits, profit sharing in amounts based on the taxable income
of the employing entity.

Tax
at the effective tax rate was $2.7 million in 2003, compared to $(62.8) million in 2002. The difference between the aggregate effective rate of income tax of 2003 and 2002 was
primarily due to the decline in our tax loss carryforwards.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

We have omitted this item on the basis of Instruction I(2)(c) to Form 10-K. See Explanatory Note.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

We have omitted this item on the basis of Instruction I(2)(c) to Form 10-K. See Explanatory Note.

ITEM 8.    FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated Financial Statements

See our Consolidated Financial Statements at Annex F (as restated).

Legal Proceedings

Ejido

In July 1991, the agricultural community of Pilares de Nacozari Ejido (the "Ejido") commenced an action ("the Amparo") in the first federal district court
in Sonora, México against the Ministry of Agrarian Reform (the "Ministry"), alleging that the expropriation of approximately 1,500 hectares of land on which certain of our facilities
are currently located, and adjacent to the land where the mine is located, was improper. We were not named as a defendant in the Amparo, although we were included
as an interested third party due to our ownership of the land. We bought the land in question in 1976 from the Banco Nacional de Obras y Servicios Públicos, which had previously
acquired it as a beneficiary of the expropriation by the Ministry in 1973.

The
claim alleged by the Ejido states that the Ministry failed to notify one of three legal representatives of the Ejido of the expropriation. In 1994, the Mexican District Court Judge
of Hermosillo granted the Amparo, ruling the expropriation by the Ministry legally void. In 1997 the Judge issued a second ruling ordering the Ministry to return the land. As a result of the second
ruling, we filed an ancillary action alleging the impossibility of returning the land.

16

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There
has been no final resolution of this matter, but the Judge before whom this matter is presently docketed has twice issued a ruling stating that it is impossible to return the land
as a means of restitution. A third and final ruling from the Judge of Hermosillo is expected soon. We believe that if the Ejido requests indemnity instead of a return of the land, our financial
responsibility with respect to such compensation would not be material.

Coremi Royalties

When we originally received mining concessions related to our "La Caridad" unit in 1970, we were forced to pay royalties to the Council of Mineral Resources
("Coremi"). When the Mining Law came into effect in 1992, however, we believed this obligation was abrogated. However Coremi, the Mexican Superintendent of Mining and the Mexican Secretary of Economy,
have interpreted the Mining Law differently and, in 1995, litigation began. In August 2002, Coremi filed civilian actions with the Third Federal District Judge in Civil Matters, demanding
royalties from us due since 1997. We denied Coremi's claims in October 2002. We believe that any such payment related to this matter would not be material to us.

La CaridadMining Concessions

Since 1995, the Mexican Superintendent of Mining has requested proof from us that we satisfied our obligation to pay certain "discovery bonuses" allegedly due in
connection with the grant of 13 mining concessions at La Caridad. If this proof is not provided, the Superintendent has threatened to cancel our concessions. We have challenged these demands by filing
a writ before a superior administrative body, in which we state our "defenses" against the alleged claims and by filing an Amparo on May 2, 2003, with the Tenth District Federal Judge in
Administrative Matters. We believe that our obligation
to make the demanded payments was abrogated when the Mining Law came into effect in November 1992, that the Mexican Superintendent of Mining confuses "bonuses" with "royalties" and that any
claims related thereto are without merit.

We
are involved in various other legal proceedings incidental to our operations, but we do not believe that decisions in any such proceedings would, individually or in the aggregate,
have a material adverse effect on our financial position and results of operations.

ITEM 9.    THE OFFER AND LISTING

The Notes are not traded on any organized market.

ITEM 10.    ADDITIONAL INFORMATION

We have omitted this item because the securities for which there is a reporting obligation under Section 15(d) of the Exchange Act consist exclusively of
guarantees of securities of Minera México, our parent company. See Explanatory Note.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we hold or issue financial instruments that expose us to financial risks involving fluctuations in currency exchange rates and
interest rates. Also, commodity price movements affect our metal business. We may use derivative financial and commodity instruments to manage these risks. All financial instruments held by us are for
purposes other than trading.

17

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Foreign Exchange Risk

Our exposure to market risk associated with changes in foreign currency exchange rates relates primarily to our liabilities, which are denominated in U.S.
dollars. However, we have a natural hedge that mitigates much of our exposure in that all of our sales are denominated in U.S. dollars.

Although
all of our sales are priced and invoiced in U.S. dollars, a substantial portion of our cost of sales (approximately 51% in 2003) is denominated in pesos. Accordingly, when
inflation in México increases without a corresponding devaluation of the peso, our operating income is negatively affected. Nevertheless, when inflation in México is
lower than the devaluation of the peso, our operating income is positively affected. We have significant liabilities and assets denominated in U.S. dollars thereby exposing us to foreign exchange
losses when the peso declines in value against the U.S. dollar.

Commodity Price Risk

Our exposure to commodity price fluctuations relates primarily to copper, as well as other industrial and precious metals we produce. Our selling prices depend
principally upon market prices for metals, especially copper and, to a lesser extent, silver. Such prices can fluctuate widely and are beyond our control. Since the metals produced by us can generally
be sold at prevailing market prices, our results of operations are highly sensitive to such prices. See Item 4. "Information on the CompanyMetals Prices."

From
time to time we have entered into hedging transactions to provide partial protection against future decreases in the market price of metals, and we may do so when we believe the
market presents the right conditions. Our policy is to enter into over-the-counter transactions with major international participants in the commodities options and futures
markets. Hedging transactions may take the form of put options that effectively establish a minimum price for our sale of a specified volume of a metal, or they may take the form of swaps, forward
sales or futures contracts that fix the price for a specified volume of a metal. We may also enter into combinations of transactions, with a view to establishing minimum prices for our metals products
while preserving possible benefits to us if market prices increase. Our senior management committee, currently consisting of the Executive President, the President of Finance and Administration and
the manager of risk management, generally makes decisions on each transaction and on hedging policy centrally to ensure that the risks and benefits have been appropriately evaluated.

Depending
upon market conditions, we may utilize swap contracts to hedge against adverse movements in the price of metals we produce. For example, swap contracts are sometimes used to
fix the selling price of copper when we enter into a supply contract.

As
of December 31, 2001, we did not hold any derivative commodity instruments.

The
table below provides information about our inventory of metals that are sensitive to changes in commodity prices and presents the fair value based on spot prices as of
December 31, 2003:

Inventory of Metals

(Tons)

Fair Value
(Millions of US Dollars
as of
December 31, 2003)Copper

28,339

$
65.2Silver

2.5


0.5Gold

0.051


0.7


ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

18

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

We have omitted this item because the securities for which there is a reporting obligation under Section 15(d) of the Exchange Act consist exclusively of
guarantees of securities of Minera México, our parent company. See Explanatory Note.

ITEM 15.    CONTROLS AND PROCEDURES

(a)    As
of the end of the period covered by this annual report, we carried out an evaluation under the supervision and with the participation of our management, including our
(i) President and General Director and (ii) Finance Director, of the effectiveness of our disclosure controls and procedures. Based
upon and as of the date of our evaluation, our (i) President and General Director and (ii) Finance Director concluded that our disclosure controls and procedures were effective to ensure
that material information relating to us and our consolidated subsidiaries as required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and
reported as and when required; and

(b)    There
have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2003 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.    [RESERVED]

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

At this time, the Mexcobre Unit does not have an audit committee. The board of directors of the Mexcobre Unit has determined that it does not have a financial
expert meeting the requirements of Item 16A.

ITEM 16B.    CODE OF ETHICS

The Mexcobre Unit is not required to adopt a code of ethics, but is required to disclose whether or not it has done so, and if not, the reasons therefor. The
Mexcobre Unit has not yet adopted a code of ethics, pursuant to the Sarbanes-Oxley Act, applicable to its principal executive officer, principal financial officer, or principal accounting officer,
because Mexican law does not require Mexican companies to adopt a code of ethics.

19

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ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by PricewaterhouseCoopers S.C. ("PwC"), the Mexcobre Unit's independent auditor, for professional services in 2003 and to Galaz,
Yamazaki, Ruiz Urqiza, S.C. ("Galaz") in 2002 were as follows:

2003

2002(in thousands of dollars)Audit fees(1)

274.7

20.6Tax fees(2)

91.5Total

274.7

112.1


---

The
Board will pre-approve all audit services and all permissible non-audit services (including the fees and terms thereof) to be performed for the
Mexcobre Unit by its independent auditors. From time to time, the Board may delegate its authority to pre-approve non-audit services to one or more Board members. Any such
approvals shall be reported to the full Board at the next meeting.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

PART III

ITEM 17.    FINANCIAL STATEMENTS

Not applicable.

ITEM 18.    FINANCIAL STATEMENTS

Our Consolidated Financial Statements (as restated) are included in this Annual Report beginning at page 1 of Annex F and include:

Reports
of Independent Registered Accounting Firms

Consolidated
Balance Sheets as of December 31, 2003 and 2002

Consolidated
Statements of Income (Loss) for the years ended December 31, 2003, 2002 and 2001

Consolidated
Statements of Changes in Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001

Consolidated
Statements of Changes in Financial Position for the years ended December 31, 2003, 2002 and 2001

Notes
to Consolidated Financial Statements

20

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ITEM 19.    EXHIBITS

|Exhibit Number |  | Document                                                                                                                       
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|12.1           |  | Certification of the President and General Director of the registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|12.2           |  | Certification of the Finance Director of the registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|13.1           |  | Certification of the President and General Director of the registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|13.2           |  | Certification of the Finance Director of the registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.             

21

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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 Annual Report on its behalf.

|                     |  | MEXICANA DE COBRE, S.A. DE C.V.
|-------------------- |  | -------------------------------
|                     |  | By:                            
|                     |  | By:                            
|Dated: July 14, 2004 |  |                                

22

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ANNEX F        FINANCIAL STATEMENTS OF MEXICANA DE COBRE, S.A. DE C.V. (AS RESTATED)

23

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES  (Subsidiary of Minera México, S. A. de C. V.)        CONSOLIDATED FINANCIAL STATEMENTS        DECEMBER 31, 2003 AND 2002

---



MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES  (Subsidiary of Minera México, S. A. de C. V.)        CONSOLIDATED FINANCIAL STATEMENTS        DECEMBER 31, 2003 AND 2002

INDEX

Contents

PageReports of Independent Registered Public Accounting Firms

F-1 and F-2Consolidated Financial Statements:Balance Sheets

F-3Statements of Operations

F-4Statements of Changes in Stockholders' Equity

F-5Statements of Cash Flows

F-6Notes to Consolidated Financial Statements

F-7 to F-22


---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

Mexico
City, April 16, 2004, except as to Note 17 for which the date is July 2, 2004

To
the Board of Directors and Stockholders of
Mexicana de Cobre, S. A. de C. V.

We
have audited the accompanying consolidated balance sheets of Mexicana de Cobre, S. A. de C. V. and Subsidiaries ("the Company") as of December 31, 2003, and the related consolidated
statements of income, of changes in stockholders' equity and cash flows for the year then ended. 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 audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides 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 Mexicana de Cobre, S. A. de C. V. and
Subsidiaries as of December 31, 2003, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States
of America.

/s/PRICEWATERHOUSECOOPERS

Ruben
Rivera R.
Mexico City, Mexico

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Stockholders of
Mexicana de Cobre, S. A. de C. V.:

We
have audited the accompanying consolidated balance sheet of Mexicana de Cobre, S. A. de C. V. (a Mexican corporation) and subsidiaries (the "Company") as of December 31, 2002, and the
related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2002 and 2001. 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 of America). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2002, and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America.

As
discussed in Note 17, the reconciliation to U.S. GAAP of stockholders' equity as of December 31, 2002 and net income (loss) for the years ended December 31, 2002 and 2001 previously
reported in the consolidated financial statements of the Company has been restated.

/s/GALAZ, YAMAZAKI, RUIZ URQUIZA, S. C.A member firm of Deloitte Touche Tohmatsu

C.P.C.
Jorge I. Peralta lvarez
Mexico City, Mexico
July 2, 2004

F-2

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES  (Subsidiary of Minera México, S. A. de C. V.)        CONSOLIDATED BALANCE SHEETS        (US$ in thousands)

|                                                                                              |  | December 31, |          
|--------------------------------------------------------------------------------------------- |  | ------------ | ---------
|
|ASSETS                                                                                        |  |              |          
|CURRENT ASSETS:                                                                               |  |              |          
|Cash and cash equivalents (Note 4)                                                            |  | $            | 14,979   
|Cash retained in collateral accounts                                                          |  |              |          
|Trade receivablesNet of allowance for doubtful accounts of $3,020 in 2003 and $1,520 in 2002 |  |              | 26,021   
|Recoverable taxes                                                                             |  |              | 8,969    
|Due from affiliated companies (Note 12)                                                       |  |              | 208,540  
|Other                                                                                         |  |              | 4,733    
|InventoriesNet (Note 5)                                                                      |  |              | 90,838   
|                                                                                              |  |              |          
|Total current assets                                                                          |  |              | 354,080  
|PROPERTY, PLANT AND EQUIPMENTNet (Note 6)                                                    |  |              | 1,117,929
|Due from affiliatesMinera México, S. A. de C. V. (Note 12)                                   |  |              | 505,818  
|Due from affiliatesGrupo México, S. A. de C. V.                                              |  |              | 6,906    
|OTHER ASSETSNet (Note 7)                                                                     |  |              | 23,535   
|                                                                                              |  |              |          
|                                                                                              |  | $            | 2,008,268
|                                                                                              |  |              |          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                          |  |              |          
|CURRENT LIABILITIES:                                                                          |  |              |          
|Current portion of long-term debt (Note 8)                                                    |  | $            | 1,257    
|Trade accounts payable                                                                        |  |              | 22,460   
|Accrued interest                                                                              |  |              |          
|Accrued salaries and wages                                                                    |  |              |          
|Other accrued liabilities                                                                     |  |              | 22,618   
|Due to affiliated companies (Note 12)                                                         |  |              | 11,929   
|Income asset taxes payable and employees' statutory profit sharing                            |  |              | 38       
|Deferred income taxes and employees' statutory profit sharing (Note 13)                       |  |              | 32,760   
|                                                                                              |  |              |          
|Total current liabilities                                                                     |  |              | 91,062   
|Long-term debt (Note 8)                                                                       |  |              | 18,743   
|Labor liabilities (Note 9)                                                                    |  |              | 2,490    
|Deferred income taxes and employees' statutory profit sharing (Note 13)                       |  |              | 95,945   
|                                                                                              |  |              |          
|Total liabilities                                                                             |  |              | 208,240  
|                                                                                              |  |              |          
|CONTINGENCIES AND COMMITMENTS (Note 15)                                                       |  |              |          
|MINORITY INTEREST                                                                             |  |              | (21      
|                                                                                              |  |              |          
|STOCKHOLDERS' EQUITY (Note 10):                                                               |  |              |          
|Common stock (1,043,271,843 shares authorized and outstanding at December 31, 2003 and 2002)  |  |              | 534,829  
|Additional paid-in capital                                                                    |  |              | 525,940  
|Accumulated other comprehensive loss                                                          |  |              | (387     
|Retained earnings                                                                             |  |              | 739,667  
|                                                                                              |  |              |          
|Total stockholders' equity                                                                    |  |              | 1,800,049
|                                                                                              |  |              |          
|                                                                                              |  | $            | 2,008,268
|                                                                                              |  |              |          

The accompanying notes are an integral part of these consolidated financial statements.

F-3

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (US$ in thousands, except per share data)

|                                                                    |  | Year ended December 31, |              
|------------------------------------------------------------------- |  | ----------------------- | -------------
|
|Net sales                                                           |  | $                       | 434,196      
|Costs and operating expenses:                                       |  |                         |              
|Cost of sales (exclusive of depreciation, amortization shown below) |  |                         | 346,456      
|Administrative expenses                                             |  |                         | 10,740       
|Depreciation and amortization                                       |  |                         | 37,539       
|                                                                    |  |                         |              
|Income from operations                                              |  |                         | 39,461       
|                                                                    |  |                         |              
|Interest expense                                                    |  |                         | 2,594        
|Interest income                                                     |  |                         | (30,999      
|Remeasurement (gain) lossNet                                       |  |                         | (12,181      
|Realized loss on hedging activities                                 |  |                         |              
|OtherNet                                                           |  |                         | 2,109        
|                                                                    |  |                         |              
|                                                                    |  |                         | (38,477      
|                                                                    |  |                         |              
|Income before income taxes and minority interest                    |  |                         | 77,938       
|Provision (benefit) for income taxes                                |  |                         | 2,672        
|Minority interest                                                   |  |                         | 1            
|                                                                    |  |                         |              
|Consolidated net income                                             |  | $                       | 75,265       
|                                                                    |  |                         |              
|Income per share                                                    |  | $                       | 0.072        
|                                                                    |  |                         |              
|Weighted average number of shares outstanding                       |  |                         | 1,043,271,843
|                                                                    |  |                         |              

The
accompanying notes are an integral part of these consolidated financial statements.

F-4

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY        FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001    
(US$ in thousands)

|                                                      |  | Outstanding
shares |  | Common
stock |         | Additional
paid-in
capital |   | Accumulated other
comprehensive
income
(loss) |  | Retained
earnings |      | Total
stockholders'
equity |  
|----------------------------------------------------- |  | ------------------ |  | ------------ | ------- | -------------------------- | - | --------------------------------------------- |  | ----------------- | ---- | -------------------------- | -
|Balances at December 31, 2000                         |  | 1,043,271,843      |  | $            | 534,829 |                            | $ | 525,940                                       |  |                   |      |                            | $
|Comprehensive result:                                 |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Net income for the year                               |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Balances at December 31, 2001                         |  | 1,043,271,843      |  |              | 534,829 |                            |   | 525,940                                       |  |                   |      |                            |  
|Comprehensive result:                                 |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Net income for the year                               |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Additional liability for employee benefit obligations |  |                    |  |              |         |                            |   |                                               |  | $                 | (261 | )                          |  
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Total comprehensive result                            |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Balances at December 31, 2002                         |  | 1,043,271,843      |  |              | 534,829 |                            |   | 525,940                                       |  |                   | (261 | )                          |  
|Comprehensive result:                                 |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Net income for the year                               |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Additional liability for employee benefit obligations |  |                    |  |              |         |                            |   |                                               |  |                   | (126 | )                          |  
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Total comprehensive result                            |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  
|Balances at December 31, 2003                         |  | 1,043,271,843      |  | $            | 534,829 |                            | $ | 525,940                                       |  | $                 | (387 | )                          | $
|                                                      |  |                    |  |              |         |                            |   |                                               |  |                   |      |                            |  

The accompanying notes are an integral part of these consolidated financial statements.

F-5

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (US$ in thousands)

|                                                                                               |  | Year ended December 31, |         
|---------------------------------------------------------------------------------------------- |  | ----------------------- | --------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                          |  |                         |         
|Net income for the year                                                                        |  | $                       | 75,265  
|Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: |  |                         |         
|Depreciation, amortization and depletion                                                       |  |                         | 37,539  
|Net loss (gain) on sale of property and equipment                                              |  |                         | 1,005   
|Amortization of deferred charges                                                               |  |                         | 2,815   
|Deferred income taxes                                                                          |  |                         | (4,254  
|Deferred employees' profit sharing                                                             |  |                         | 268     
|Employee benefit liabilities                                                                   |  |                         | 189     
|Remeasurement (gain) loss                                                                      |  |                         | (12,181 
|Allowance for doubtful accounts                                                                |  |                         | 1,502   
|Allowance for obsolescence of materials                                                        |  |                         | 97      
|CHANGES IN OPERATING ASSETS AND LIABILITIES:                                                   |  |                         |         
|Trade receivables                                                                              |  |                         | 315     
|Other accounts receivable                                                                      |  |                         | 11,197  
|Inventories                                                                                    |  |                         | 9,528   
|Other assets                                                                                   |  |                         | (2,435  
|Accounts payable and accrued liabilities                                                       |  |                         | (126,480
|                                                                                               |  |                         |         
|Net cash (used in) provided by operating activities                                            |  |                         | (5,901  
|                                                                                               |  |                         |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                          |  |                         |         
|Capital expenditures                                                                           |  |                         | (8,332  
|Proceeds from the sale of fixed assets                                                         |  |                         | 380     
|                                                                                               |  |                         |         
|Net cash used in investing activities                                                          |  |                         | (7,952  
|                                                                                               |  |                         |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                          |  |                         |         
|Cash restricted as collateral accounts                                                         |  |                         | 23,465  
|                                                                                               |  |                         |         
|Net cash used in financing activities                                                          |  |                         | 23,465  
|                                                                                               |  |                         |         
|Effect of exchange rate changes on cash and cash equivalents                                   |  |                         | 331     
|                                                                                               |  |                         |         
|Increase (decrease) in cash and cash equivalents                                               |  |                         | 9,943   
|Cash and cash equivalents at beginning of the year                                             |  |                         | 5,036   
|                                                                                               |  |                         |         
|Cash and cash equivalents at end of the year                                                   |  | $                       | 14,979  
|                                                                                               |  |                         |         
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                            |  |                         |         
|Cash paid during the period for:                                                               |  |                         |         
|Interest                                                                                       |  | $                       | 1,901   
|                                                                                               |  |                         |         
|Income taxes                                                                                   |  | $                       | 7,197   
|                                                                                               |  |                         |         
|Supplemental schedule of non-cash investing and financing activities:                          |  |                         |         
|Additional liability for employee benefit obligations                                          |  | $                       | 248     
|                                                                                               |  |                         |         

The
accompanying notes are an integral part of these consolidated financial statements.

F-6

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MEXICANA DE COBRE, S. A. DE C. V. AND SUBSIDIARIES  (Subsidiary of Minera México, S. A. de C. V.)        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        DECEMBER 31, 2003, 2002 AND 2001
      (US$ in thousands)

NOTE 1DESCRIPTION OF BUSINESS AND SIGNIFICANT EVENTS:

The operating companies that comprise Mexicana de Cobre, S. A. de C. V. (Mexcobre) and subsidiaries (collectively, Company) are in the metallurgical mining
industry. They engage in the exploration, mining and processing of metallic and nonmetallic minerals and the refinement of copper, gold and silver. The majority of the Company's sales market is in the
United States and Mexico. The Company is a 98.91%-owned indirect subsidiary of Grupo México, S. A. de C. V. (GMEXICO) through its holding company Minera México, S. A. de
C. V. (MM) (formerly Grupo Minero México, S. A. de C. V.).

NOTE 2BASIS OF PRESENTATION:

a.Consolidation of financial statements

The
consolidated financial statements as of December 31, 2003 and 2002 include the financial statements of Mexcobre and those of its subsidiaries that consolidate the financial
statements of their subsidiaries:

Company

Ownership percentage
as of December 31, 2003 (%)Compañía Hotelera la Caridad, S. A. de C. V.

50.90Minera Pilares, S. A. de C. V.

51.20


The
consolidated financial statements include the accounts of the Company and its subsidiaries, all under the same management. All significant intercompany balances and transactions have
been eliminated in consolidation.

Mexcobre
is a majority-owned indirect subsidiary of MM.

b.Foreign exchange effect and basis of presentation and remeasurement into U.S. dollars

The
Company's functional currency is the U.S. dollar. Mexcobre maintains its books in Mexican pesos. Foreign currency assets and liabilities are remeasured into U.S. dollars at current
exchange rates except for inventory, property, plant and equipment and other assets which are remeasured at historical exchange rates. Revenues and expenses are generally translated at average
exchange rates in effect during the period, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates. The most significant difference between Mexican
GAAP and U.S. GAAP, as they relate to the Company, is that Mexican GAAP recognizes the comprehensive effects of inflation on financial statements. The accompanying financial statements have been
remeasured from Mexican pesos into U.S. dollars by applying the procedures specified in Statement of Financial Accounting Standards ("SFAS") No. 52 "Foreign Currency Translation".

F-7

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Relevant
exchange rates used in the preparation of the financial statements were as follows (Mexican pesos per one U.S. dollar):

2003

2002

2001Exchange rate at December 31

Ps
11.2360

Ps
10.3125

Ps
9.1692Weighted average exchange rate for the year ended

Ps
10.7869

Ps
9.6589

Ps
9.3387


c.Reclassifications

Certain
amounts in the financial statements as of and for the years ended December 31, 2002 and 2001 have been reclassified in order to conform to the presentation of the
consolidated financial statements as of and for the year ended December 31, 2003.

NOTE 3SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies of the Company are summarized as follows:

a.Cash and cash equivalents

Cash
and cash equivalents are primarily short-term investment funds, variable income securities and bank deposits with original maturities of three months or less and are valued at
market.

b.Inventories

Metal
inventories are stated at the lower of average cost or market value. Costs incurred in the production of metal inventories exclude general and administrative costs.

Materials
and supplies are stated at the lower of average cost or market value. Supplies are valued at average cost less an allowance for obsolescence.

Work-in-process
inventories represent materials that are in the process of being converted into a saleable product. Conversion processes vary depending on the nature of the copper ore
and the specific mining operation. For sulfide ores, processing includes milling and concentrating and the results from the production of copper and molybdenum concentrates. Molybdenum in-process
inventory includes the cost of molybdenum concentrates and the costs incurred to convert those concentrates into various high-purity molybdenum chemicals or metallurgical products.

Finished
goods include saleable products (e.g., copper concentrates, copper anodes, copper cathodes, copper rod, high-purity molybdenum chemicals and other metallurgical products).

c.Impairment of long-lived assets

Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are determined to
be impaired when the estimated future undiscounted cash flows expected to result from the use of the asset are less
than the carrying value of the asset. The Company measures an impairment loss as the difference between the carrying value of the asset and its fair value. No impairment charges were recorded during
the years ended December 31, 2003, 2002 and 2001.

d.Property, plant and equipment

Property,
plant and equipment are carried at cost. Additions, improvements and expenditures for repairs and maintenance that significantly add to the productive capacity or life of an
asset are capitalized; other expenditures for repairs and maintenance are expensed as incurred.

The
principal depreciation method used for mining, smelting and refining operations is the straight-line method applied on a group basis.

F-8

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Upon
disposal of assets depreciated on a group basis, cost less salvage is charged to accumulated depreciation.

Values
for mining properties represent mainly acquisition costs. Depletion of mines is computed on the basis of an overall unit rate applied to the pounds of principal products sold from
mine production.

Mine
exploration costs to maintain production of operating mines are charged to operations as incurred. Mine development expenditures at new mines, and major development expenditures at
operating mines outside existing pit limits that are expected to benefit future production beyond a minimum of one year, are capitalized and amortized using the straight-line method.

e.Other assets



The
Company's policy results in the smoothing of stripping costs over the life of the mine and, in the opinion of the Company, better facilitates the matching of mine production costs
over the life of the mine with the related revenues.



f.Environmental remediation costs

In
accordance with Statement of Position 96-1 (SOP 96-1) "Environmental Remediation Liabilities", the Company accrues the costs associated with environmental remediation obligations when
such costs are probable and determinable and generally not later than upon completion of the remediation feasibility study. Such accruals are adjusted as new information develops or circumstances
change and recorded at gross amount net of estimated land. Recoveries of environmental remediation costs from other parties are recorded as assets when the recovery is deemed probable.

g.Comprehensive result

Comprehensive
result is defined as the change in equity of a business enterprise during a period arising from transactions and other events and circumstances involving non-owner sources.
For the years ended December 31, 2003, 2002 and 2001, comprehensive result was composed of net income (loss) and the change in the additional minimum pension liability.

F-9

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h.Employee benefit obligations

The
Company records the liabilities for seniority premiums, pensions and retirement payments similar to pensions as accrued, using actuarial calculations based on the projected unit
credit method and real interest rates. Accordingly, the liability is being accrued which at present value will cover the obligation for benefits projected to the estimated retirement date of the
Company's employees. Indemnity payments are charged to results in the period in which they become payable.

When
there is a significant reduction in personnel due to the restructuring of the labor force or the closing of a plant, the corresponding indemnity costs, net of the corresponding
reduction in the projected benefit obligation and the related items to be amortized, are charged to income.

i.Income tax, asset tax and employees' statutory profit sharing

The
Company recognizes deferred income tax and employees' statutory profit sharing assets and liabilities for the future tax consequences of all temporary differences between the
financial statement carrying amounts of assets and liabilities and their respective income tax or employees' statutory profit sharing bases, measured using enacted rates. The effects of changes in the
statutory rates are accounted for in the period that includes the enactment date. Deferred income tax assets are also recognized for the estimated future effects of tax loss carryforwards and asset
tax credit carryforwards. Deferred income tax and employees' statutory profit sharing assets are reduced by a valuation allowance for those estimates amounts, which in the opinion of management, will
more likely than not will not be realized.

j.Foreign currency balances and transactions

Monetary
assets and liabilities denominated in foreign currency are translated into U.S. dollars at the applicable exchange rate in effect at the balance sheet date. Revenues and
expenses are translated at average rates in effect for the period. Foreign currency transactions are recorded at the applicable
exchange rate in effect at the transaction date. Exchange fluctuations are recorded in income in the consolidated statements of operations.

k.Revenue recognition

The
Company sells its products pursuant to sales contracts entered into with its customers. Revenue for all the Company's products is recognized when title and risk of loss pass to the
customer and when collectibility is reasonably assured. The passing of title and risk of loss to the customer is based on terms of the sales contract, generally upon shipment of product. Product
pricing is based upon quoted commodity prices plus applicable premiums or prevailing market prices.

Certain
of our sales agreements provide for provisional pricing based on either the New York Commodity Exchange or the London Metal Exchange (as specified in the contract) when shipped.
At December 31, 2003, the difference between the spot rate at that date and the provisional price for outstanding contracts was not significant.

Amounts
billed to customers for shipping and handling are classified as net sales. Amounts incurred for shipping and handling are included in cost of sales.

l.Income per share

Basic
income per share is calculated by dividing consolidated net income by the weighted average number of common shares outstanding during the year.

m.Hedging activities

Derivative
instruments may be used to manage exposure to market risk from changes in commodity prices (metal and energy products), interest rates or the value of the Company's assets and
liabilities. Derivative financial instruments are recognized as either assets or liabilities in the balance

F-10

---



sheet.
To qualify for hedge accounting, derivative instruments must be designated as a hedge in writing at acquisition or inception of the hedge. In addition, such instruments must be periodically
evaluated and deemed to be "highly effective" at reducing the risk associated with the exposure being hedged. Any ineffectiveness of the hedge is reported in current earnings. Unrealized gains or
losses of derivative financial instruments that fail to qualify for hedge accounting are recognized in earnings.

The
Company does not maintain or issue financial instruments for speculative purposes. Generally, the Company's derivative instruments are not designated in hedging relationships for
accounting purposes. Decisions with respect to each transaction and to the overall hedging policies are made by an Executive Risk Committee. The objective of the committee, which is currently
comprised of the Chairman of the Board of Directors, the Chief Financial Officer and the Assistant Director of Risk Management, is to ensure that the risks and benefits have been appropriately
assessed.

The
Company enters into swap and option transactions or a combination of both to reduce or eliminate the risk of purchase or sales price fluctuations. For instance, for the purpose of
reducing the risk of fluctuations in metal prices, the Company may purchase put options or create synthetic put options to reduce or eliminate the risk of metal price declines below the option strike
price on a portion of its anticipated future sales.

The
Company did not enter into transactions with derivative financial instruments during 2003, 2002 or 2001.

n.Concentration of credit risk

Financial
instruments that potentially subject the Company to a concentration of credit risk consist principally of accounts receivable. Management believes this risk is minimal as the
Company routinely performs credit evaluations on its customers.

The
Company is exposed to credit loss in cases where the financial institutions with which it has entered into derivative transactions (commodity, foreign exchange and currency/interest
rate swaps) are unable to pay when they owe funds as a result of protection agreements with them. To minimize the risk of such losses, the Company only uses highly rated financial institutions that
meet certain requirements. The Company also periodically reviews the creditworthiness of these institutions to
ensure that they are maintaining their ratings. The Company does not anticipate that any of the financial institutions will default on their obligations.

The
Company's three largest customers accounted for 14%, 13% and 10% of total sales in 2003, 37%, 14% and 6% of total sales in 2002 and 45%, 7% and 7% of total sales in 2001,
respectively.

The
table below represents the rollforward of the allowance for doubtful accounts:

|                             |  | Balance at
beginning
of period |       | Additions |   | Deductions |  | Balance
at end
of period
|---------------------------- |  | ------------------------------ | ----- | --------- | - | ---------- |  | ------------------------
|Year ended December 31, 2001 |  | $                              | 568   |           | $ |           |  | $                       
|                             |  |                                |       |           |   |            |  |                         
|Year ended December 31, 2002 |  | $                              | 568   |           | $ | 952        |  | $                       
|                             |  |                                |       |           |   |            |  |                         
|Year ended December 31, 2003 |  | $                              | 1,520 |           | $ | 1,502      |  | $                       
|                             |  |                                |       |           |   |            |  |                         

o.Estimates

The
accounting policies followed by the Company require that management make certain estimates and use certain assumptions that affect the amounts reported in the consolidated financial
statements and the accompanying notes. Although these estimates are based on management's best knowledge of current circumstances, actual results may differ.

F-11

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p.Impact of New Accounting Standards

Effective
January 1, 2003, the Company adopted SFAS No. 143 "Accounting for Asset Retirement Obligations". This statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred. The liability is measured at fair value and is adjusted to its present value in subsequent periods as accretion expense is
recorded. The corresponding asset retirement costs are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset's useful life. The adoption of SFAS No.
143 did not have a material effect on the Company's financial statements. The Company did not have any significant legal obligations for asset retirements as of December 31, 2003 and 2002. In
addition, the Company has instituted extensive environmental conservation programs at its mining facilities. Company's environmental programs and other regulations applicable to concessions and
properties include water recovery systems to conserve water and minimize contamination of nearby streams, revegetation programs to stabilize the surfaces of the tailings dams and the implementation of
scrubbing technology in the mines to reduce dust emissions. Company's management does not believe that continued compliance with the Environmental Law or Mexican state environmental laws will have a
material adverse effect on its business, properties, results of operations or financial condition.

Effective
January 1, 2003, the Company implemented SFAS No. 145 "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS 13, and Technical Corrections", under which gains and losses from
extinguishment of debt are classified as extraordinary items only if they meet criteria outlined in Accounting Principles Statement No. 30. There were no effects on the Company's financial statements
as a result of the implementation of SFAS No. 145.

Effective
January 1, 2003, the Company adopted SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities", which addresses financial accounting and reporting for
costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employees' Termination Benefits and Other Costs to
Exit an Activity (including Certain Costs Incurred in a Restructuring)". The adoption of SFAS No. 146 did not have a material effect on the Company's financial statements.

Effective
January 1, 2003, the Company adopted FASB Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon issuance of a guarantee, the Company must disclose
and may be required to recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement requirement of FIN 45 is effective for
guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material effect on the Company's financial statements.

Effective
January 1, 2003, the Company adopted SFAS No. 148 "Accounting for Stock-Based CompensationTransition and Disclosure". SFAS No. 148 does not alter the provisions of
SFAS No. 123, nor does it require stock-based compensation to be measured under the fair-value approach under SFAS No. 123. The Company uses the disclosure only provisions of SFAS No. 123. The
adoption of SFAS No. 148 did not have a material effect on the Company's financial statements.

In
January 2003, the FASB issued FASB interpretation No. 46 "Consolidation of Variable Interest Entities" ("FIN 46"). In December 2003, FIN 46 was replaced by FASB Interpretation No. 46
(revised December 2003) "Consolidation of Variable Interest Entities" ("FIN 46(R)") FIN 46(R) clarifies the application of Accounting Research Statement No. 51 "Consolidated Financial Statements", to
certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46(R) requires an enterprise to consolidate a variable interest entity if that enterprise will absorb a majority of the entity's
expected losses, is entitled to receive a majority of the entity's expected residual returns or both. For investments in variable interest entities

F-12

---



formed
after December 31, 2003, the Company will be required to apply FIN 46(R) as of January 1, 2004. For investments in variable interest entities formed on or before December 31, 2003, the Company
will be required to apply FIN 46(R) in the first annual period beginning after December 15, 2004. The Company does not expect the adoption of FIN 46(R) to have a material impact on its financial
statements.

In
April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". This statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The Company adopted the provisions of SFAS No. 149 in 2003, which did not have a material effect on the Company's financial statements.

In
May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement establishes standards of how
an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective July 1, 2003. The
Company adopted the provisions of SFAS No. 150 in 2003, which did not have a material effect on the Company's financial statements.

NOTE 4CASH AND CASH EQUIVALENTS:

December 31,2003

2002Cash

$
4,868

$
4,915Cash equivalents


10,111


121$
14,979

$
5,036


F-13

---



NOTE 5INVENTORIES:

December 31,2003

2002Materials and supplies

$
48,703

$
55,465Finished goods metals


42,600


48,086Work-in-process


906Merchandise in transit


47492,683


103,551Allowance for obsolescence


(1,845
)

(1,748
)$
90,838

$
101,803


The
table below represents the rollforward of the allowance for obsolescence:

|                             |  | Balance at
beginning
of period |       | Additions |   | Deductions |  | Balance
at end
of period
|---------------------------- |  | ------------------------------ | ----- | --------- | - | ---------- |  | ------------------------
|Year ended December 31, 2001 |  | $                              | 827   |           | $ | 16         |  | $                       
|                             |  |                                |       |           |   |            |  |                         
|Year ended December 31, 2002 |  | $                              | 796   |           | $ | 955        |  | $                       
|                             |  |                                |       |           |   |            |  |                         
|Year ended December 31, 2003 |  | $                              | 1,748 |           | $ | 97         |  | $                       
|                             |  |                                |       |           |   |            |  |                         

NOTE 6PROPERTY, PLANT AND EQUIPMENT:

December 31,2003

2002Land

$
804

$
629Mine development


1,087


2,738Building and leasehold improvements


439,933


502,192Automobiles and tracks


16,636


16,922Mobile equipment


186,347


151,958Processing equipment


1,023,915


985,2151,668,722


1,659,654Accumulated depreciation


(565,544
)

(526,462
)1,103,178


1,133,192Construction-in-progress


14,751


16,514$
1,117,929

$
1,149,706


The
average annual depreciation and amortization rates are as follows:

December 31,2003

2002Buildings and improvements

2.88
%
2.74
%Automobiles and trucks

6.77
%
5.64
%Mobile equipment

5.81
%
4.59
%Processing equipment

3.94
%
3.63
%


F-14

---



NOTE 7OTHER ASSETS:

December 31,2003

2002Stripping costsNet of accumulated amortization of $3,516 in 2003 and $1,951 in 2002

$
21,319

$
20,133Intangible asset arising from employee benefits


50


190Investment in shares of associated and other unconsolidated companies


1,648


1,648Other


1,021


2,9672,719


4,805Accumulated amortization


(503
)

(1,402
)2,216


3,403$
23,535

$
23,536


The
Company's estimated annual amortization over each of the next five years is $1,218.

The
Company spent $1,200 in 2001, $1,300 in 2002 and $774 in 2003 on exploration programs, which were recognized as operating expenses in those years.

NOTE 8LONG-TERM DEBT:

In 2002, a lawsuit was filed against Mexcobre by Siemens Financial Services GMBH, a U.S. entity, and West LB AG, a U.S. bank, for noncompliance of payments
related to the purchase of an electrolitic cathode for $20 million. A restructuring agreement was subsequently reached and this amount included in long-term debt of MM which maturity will be 2007 with
an interest rate of LIBOR+3.75%.

NOTE 9EMPLOYEE BENEFIT OBLIGATIONS:

The liabilities from seniority premiums payable at retirement are recorded based on external actuarial calculations using the projected unit credit method.

The
seniority premium liability under SFAS No. 87 "Employers' Accounting for Pensions", is as follows:

Pension benefits
December 31,2003

2002Actuarial present value of benefit obligation:Vested benefit obligation

$
1,753

$
1,785Non-vested benefit obligation


319


318Accumulated benefit obligation


2,072


2,103Excess of projected benefit obligation over accumulated benefit obligation


512


504Projected benefit obligation


2,584


2,607Unrecognized net actuarial loss


(342
)

(440
)Additional minimum liability


248


323Net pension liability

$
2,490

$
2,490


F-15

---



Additional
disclosures required by SFAS No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits", an Amendment to FASB Statements No. 87, 88 and 106, are as
follows:

December 31,2003

2002Change in benefit obligation:Projected benefit obligation at beginning of year

$
2,607

$
(2,942
)Service cost


197


(240
)Interest cost


167


(231
)Actuarial (loss) gainNet


29


509Benefits paid


(202
)

220Settlements





77Inflation adjustment


(214
)Projected benefit obligation at end of year

$
2,584

$
2,607


The
assumptions used to determine the pension obligation and seniority premiums as of year-end and net costs in the ensuring year were:

Weighted-average assumptions

2003

2002

2001Weighted average discount rate

10
%
10
%
13
%Expected long-term rate of return on plan assets

12
%
12
%
15
%Rate of increase in future compensation level

6
%
6
%
10
%


Components of net periodic benefit cost

The components of net periodic pension and seniority premium plan cost as of December 31, consist of the following:

2003

2002

2001Service cost

$
197

$
240

$
250Interest cost


167


231


295Expected return on plan assetsAmortization of transition assetsNetRecognized net actuarial loss


17


35


51Total net periodic benefit cost

$
381

$
506

$
596


NOTE 10STOCKHOLDERS' EQUITY:

At December 31, 2003, the Company's capital stock amounted to $534,829, represented by 1,043,271,843 shares, of which 903,667,499 Class I shares, Series A
correspond to the fixed portion.

Dividends
paid are not subject to income tax if paid from the Net Tax Profit Account (CUFIN). Any excess over this account is subject to a tax equivalent to 49.25% and 47.06%, depending
on whether paid in 2004 and 2005, respectively. The tax is payable by the Company and may be credited against its income tax in the same year or the following two years. Dividends paid are not subject
to tax withholding. In the event of a capital reduction, any excess of stockholders' equity over capital contributions, the latter restated in accordance with the provisions of the Income Tax Law, is
accorded the same tax treatment as dividends.

F-16

---



NOTE 11SEGMENT INFORMATION:

Based on the information reviewed by the Company's executive committee, the Company has concluded that its operations are within one reportable segment.
Accordingly, only the financial information with respect to the principal business of producing copper has been presented.

The
prices of almost all of the Company's products are determined by international market quotations in U.S. dollars. The Company made direct sales in the following countries:

Year ended December 31,2003

2002

2001United States

$
155,870

$
185,629

$
331,983Germany


3,644China


5,342Mexico


266,165


238,770


213,324Total previous countries


431,021


424,399


545,307Other countries


3,175


6,095


14,945Total worldwide

$
434,196

$
430,494

$
560,252


NOTE 12BALANCES AND TRANSACTIONS WITH RELATED PARTIES:

a.     Balances
receivable and payable with affiliated companies and related parties are shown below:

December 31,2003

2002Accounts receivable:Minera México, S. A. de C. V. (Note 1)

$
101,606

$
327,373Mexicana de Cananea, S. A. de C. V.


54,377


41,571Industrial Minera México, S. A. de C. V.


23,853


41,707Minera Mexico International, Inc.


25,801


32,337Other


2,903


31$
208,540

$
443,019


December 31,2003

2002Accounts payable:Asarco, Inc.

$
6,479

$
9,243Ferrocarril Mexicano, S. A. de C. V.


1,179


6,122Minerales Metálicos del Norte, S. A.





3,577México Transportes Aéreos, S. A. de C. V.


235


2,384Servicios de Apoyo Administrativo, S. A. de C. V.


517


716Western Copper Supplies, Inc.


156


32Southern Peru Copper Corporation


3,363$
11,929

$
22,074


F-17

---



b.     The
main transactions carried out with affiliated companies and related parties were as follows:

Year ended December 31,2003

2002

2001Revenues:Sales

$
71,993

$
161,416

$
251,891Interest

$
30,803

$
29,038

$
37,655Other services

$
3,422

$
1,253

$
7,832Expenses:Purchases

$
129,870

$
181,910

$
151,104Transportation services

$
8,623

$
8,454

$
13,552Other services

$
8,109

$
9,499

$
14,917Purchase of fixed assets







$
2,194


The
Company lends to and borrows among our affiliates from time to time to fund acquisitions and for other corporate purposes. These financing transactions bear interest at market rates.

NOTE 13INCOME TAX, ASSET TAX AND EMPLOYEES' STATUTORY PROFIT SHARING:

In accordance with Mexican tax law, the Company is subject to asset tax and income tax, which take into consideration the taxable and deductible effects of
inflation. Through December 31, 2001, the Mexican income tax rate was 35%, with the obligation to pay 30% currently and the option of deferring the remaining 5% until profits are eventually
distributed. The new tax law enacted January 1, 2002, eliminated the option to defer the portion of the income tax payment and reduces the 35% income tax rate by one percentage point each year
until it reaches 32% in 2005. The deduction of the employees' statutory profit sharing amount and the obligation to withhold taxes on dividends paid to individuals and foreign residents was also
eliminated.

Asset
tax is calculated by applying 1.8% to the Company's asset position, as defined in the law, and is payable only to the extent that it exceeds the income tax payable for the same
period. If in any year asset tax exceeds the income tax payable, the asset tax payment for such excess may be reduced by the amount by which the income tax exceeded asset tax in the three preceding
years and any required payment of asset tax is creditable against the excess of the income tax over asset tax of the following 10 years.

a.     Taxable
incomeThe principal items which affect the determination of taxable income of Mexican companies are the differences between purchases and cost of
sales, recognition of the effects of inflation on depreciation and on monetary assets and liabilities through the inflationary component, which differ for book and tax purposes.

MM
and its subsidiaries obtained authorization to file a consolidated income and asset tax return. Thus, the Company prepares a consolidated income tax return, including all of its
subsidiaries. Additionally, the Company's subsidiaries file individual income tax returns. The Mexican Income Tax Law limits the tax consolidation to 60% of the parent's equity interest.

The
Company calculates employees' statutory profit sharing using the guidelines established in the Income Tax Law. The provision for employees' statutory profit sharing is included in
cost of sales.

F-18

---



b.     The
components of the provision for income tax, deferred income tax and asset tax are summarized below:

Year ended December 31,2003

2002

2001Current:Asset tax

$
7,197Deferred:Income tax


(4,525
)
$
(62,777
)
$
37,518$
2,672

$
(62,777
)
$
37,518


The
employees' statutory profit sharing expense was as follows:

Year ended December 31,2003

2002

2001Deferred

$
268

$
5,402

$
(3,388
)


Income
tax expense for the years ended December 31, 2003, 2002 and 2001 differs from the Mexican Statutory income tax rate as follows:

2003

2002

2001Income (loss) before income taxes and minority interest

$
26,499

$
26,567

$
23,770Increase (decrease) due to:Inflationary tax componentNet


(8,723
)

(11,079
)

(6,695
)Non-deductible items


2,872


4,040


1,793Other income


(131
)

(581
)

(2,068
)Variation rate assets


(9,099
)

(9,693
)Tax loss carryforwards


(3,791
)

(47,029
)

52,272Other


(4,955
)

(25,002
)

(31,554
)Tax at effective tax rate

$
2,672

$
(62,777
)
$
(37,518
)


The
deferred income tax effect from the reduction in the 2002 income tax rates, related to the gradual reduction of the income tax rates explained above, resulted in the recalculation of
the deferred income tax liability recorded as of December 31, 2001. The various rates applicable beginning in 2003 were applied to the temporary differences based on their estimated reversal date.

F-19

---



c.     At
December 31, 2003 and 2002, the main items comprising the (asset) liability balance of deferred income tax and employees' statutory profit sharing were as follows:

2003

2002Deferred
income
tax

Deferred,
employees'
statutory
profit sharing

Deferred
income
tax

Deferred,
employees'
statutory
profit sharingCurrent:Inventories

$
25,301

$
7,667

$
30,900

$
9,088Exchange (loss) gain











3,876Non-deductible reserves


(160
)

(48
)

(10,603
)

(3,118
)25,141


7,619


20,297


9,846Long-term:Property, plant and equipment


95,476


36,544


110,360


37,993Tax loss carryforwards


(38,375
)




(42,834
)Recoverable asset tax


(6,855
)




(1,214
)Deferred charges


7,020


2,135


7,907


2,32657,266


38,679


74,219


40,319$
82,407

$
46,298

$
94,516

$
50,165


d.     Tax
loss carryforwards and recoverable asset tax paid for which the deferred income tax asset and prepaid income tax, respectively, have been recognized can be recovered
subject to certain conditions. Restated amounts as of December 31, 2003 and expiration dates are as follows:

Year of expiration

Tax loss
carryforwards

Recoverable
asset tax2007

$
6,8582009


66,58120102011


18,7222014


24,125

$
6,855$
116,286

$
6,855


NOTE 14FINANCIAL INSTRUMENTS:

a.Fair value of financial instruments

For
certain of the Company's financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to
their short maturities. Consequently, such financial instruments are not included in the following table that provides information about the carrying amounts and estimated fair values of other
financial instruments of the Company at December 31, 2003 and 2002:

|                                                         |  | 2003 |        | 2002
|-------------------------------------------------------- |  | ---- | ------ | ----
|
|Liabilities:                                             |  |      |        |     
|Long-term debt (excluding financial leases and interest) |  | $    | 20,000 |     

The
following method and assumptions were used to estimate the fair value of each type of financial instrument:



F-20

---





b.Concentration of risk

Financial
instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash and cash equivalents, short-term investments and trade accounts
receivable.

The
Company invests or maintains available cash with various leading banks principally in Mexico and the U.S. or in commercial paper of highly-rated companies. As part of its cash
management process, the Company regularly monitors the relative credit standing of these institutions and, by policy, limits the amount of credit exposure to any one institution. In the normal course
of its activities, the Company grants credit to its customers. Although the accounts receivable resulting from these transactions are not guaranteed, the Company has not had any significant portfolio
recovery problems.

NOTE 15CONTINGENCIES AND COMMITMENTS:

The Company is involved in various legal proceedings derived from its normal operations. The Company does not expect that any of these proceedings will have a
material adverse effect on its financial condition or results of operations.

In
July 1991, the agricultural community of Pilares de Nacozari Ejido (the "Ejido") commenced an action ("Amparo") in the first federal district court in Sonora, Mexico against the
Ministry of Agrarian Reform (the "Ministry"), alleging that the expropriation of approximately 1,500 hectares of land on which certain of Mexcobre's facilities are currently located, which land is
adjacent to the land where the mine is located, was improper. Mexcobre was not named as a defendant in the Amparo, although it was included as an interested third party due to its ownership of the
land. Mexcobre bought the land in question in 1976 from the Banco Nacional de Obras y Servicios P(7)blicos, which had previously acquired it as a beneficiary of the expropriation by the Ministry in
1973.

The
claim alleged by the Ejido states that the Ministry failed to notify one of three legal representatives of the Ejido of the expropriation. In 1994, the Mexican District Court Judge
of Hermosillo granted the Amparo ruling the expropriation by the Ministry legally void and in 1997 made a second ruling ordering the Ministry to return the land. As a result of the second ruling,
Mexcobre filed an ancillary action alleging the impossibility of returning the land.

There
has been no final resolution of this matter, but the Mexican District Court Judge of Hermosillo before whom this matter is presently docketed has twice issued a ruling stating that
it is impossible to return the land as a mean of restitution. A third and final ruling from the Mexican District Court Judge of Hermosillo is expected soon. We believe, along with Mexcobre, that if
the Ejido requests indemnity instead of a return of the land, Mexcobre's financial responsibility with respect to such compensation would not be material.

NOTE 16SUBSEQUENT EVENTS:

On February 3, 2004, GMEXICO, the largest stockholder of Southern Peru Copper Corporation (SPCC), presented a proposal regarding the possible sale to SPCC of all
the shares of GMEXICO's subsidiary, MM, representing approximately 99% of MM's outstanding shares, in return for the issuance of additional shares of SPCC. MM holds substantially all of GMEXICO's
Mexican mining assets.

SPCC
has formed a Special Committee of Disinterested Directors, comprised of members of its Board, to evaluate the proposal. There is no assurance that this transaction will be
consummated.

NOTE 17RESTATEMENT OF PREVIOUSLY REPORTED U.S. GAAP FINANCIAL INFORMATION RESULTING FROM COMPANY'S DETERMINATION TO ADOPT U.S. DOLLAR AS FUNCTIONAL CURRENCY FOR
2003:

Under U.S. GAAP, a definition of the functional currency is required, which may differ from the reporting currency. The Company's management has determined the
U.S. dollar as its functional

F-21

---



currency
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, as mentioned in Note 2b.

Subsequent
to the issuance of the Company's December 31, 2002 consolidated financial statements, prepared in accordance with Mexican GAAP and accordingly expressed in thousands of
Mexican pesos of purchasing power as of December 31, 2002, the Company's management determined that its reconciliation of net income (loss) and stockholders' equity from Mexican GAAP to U.S. GAAP were
not prepared assuming that the U.S. dollar was the functional currency, but rather reflected the Mexican peso as the functional currency. Therefore, the reconciliation of net income (loss) and
stockholders' equity to U.S. GAAP as of and for the years ended December 31, 2002 and 2001, have been restated to give effect to the identification of the U.S. dollar as the functional currency.

Under
U.S. GAAP, with the U.S. dollar as the functional currency, the effects of inflation recognized under Mexican GAAP must be eliminated in the reconciliation to U.S. GAAP.

Accordingly,
the restated amounts shown below have been remeasured into U.S. dollars and translated back into the reporting currency, the Mexican peso, by applying the procedures
specified in SFAS No. 52.

The
objective of the remeasurement process is to produce the same results that would have been reported if the accounting records had been kept in U.S. dollars. Accordingly, the
comprehensive effects of inflation are removed from the Mexican peso-denominated financial statements. Monetary assets and liabilities are remeasured at the balance sheet date (current) exchange rate.
Non-monetary assets are recorded at their historical exchange rate at the time of purchase. Prior transactions in currencies other than the U.S. dollar are remeasured at the exchange rates in effect
when the transactions occurred. Revenues and expenses are remeasured on a monthly basis at the average rates of exchange in effect during the period, except for consumption of non-monetary assets,
which are remeasured at the rates of exchange in effect when the respective assets were acquired. Translation gains and losses on monetary assets and liabilities arising from the remeasurement are
included in the determination of net loss in the period such gains and losses arise.

The
amounts obtained from the remeasurement process referred to above are translated back into Mexican pesos following the provisions of SFAS No. 52. Assets and liabilities are
translated at the current selling exchange rate of Mexican pesos of 10.31 and 9.14 per U.S. dollar as of December 31, 2002 and 2001, respectively. Revenues, expenses, gains and losses reported in the
income statement are translated at the exchange rate existing at the time of each transaction or, if appropriate, at the weighted average exchange rate during the period. Translation effects of
exchange rate changes are included in other comprehensive income as a cumulative translation adjustment in stockholders' equity.

The
effect of the restatement is shown in the table below:

|                                                                                    |  | Year ended December 31, 2002 |            | Year ended December 31, 2001 |   
|----------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | ---------------------------- | --
|
|U.S. GAAP net income (loss) as previously reported                                  |  | Ps                           | 987,782    |                              | Ps
|Impact of restatement for change in functional currency                             |  |                              | 351,946    |                              |   
|                                                                                    |  |                              |            |                              |   
|U.S. GAAP net income (loss) as restated                                             |  | Ps                           | 1,339,728  |                              | Ps
|                                                                                    |  |                              |            |                              |   
|Basic and diluted earnings (loss) per share under U.S. GAAP, as previously reported |  | Ps                           | .95        |                              | Ps
|                                                                                    |  |                              |            |                              |   
|Basic and diluted earnings (loss) per share under U.S. GAAP, as restated            |  | Ps                           | 1.28       |                              | Ps
|                                                                                    |  |                              |            |                              |   
|U.S. GAAP stockholders' equity as previously reported                               |  | Ps                           | 17,774,839 |                              | Ps
|Impact of restatement for change in functional currency                             |  |                              | 788,166    |                              |   
|                                                                                    |  |                              |            |                              |   
|U.S. GAAP stockholders' equity as restated                                          |  | Ps                           | 18,563,005 |                              | Ps
|                                                                                    |  |                              |            |                              |   

F-22

---





INDEX TO EXHIBITS

|Exhibit Number |  | Document                                                                                                                       
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|12.1           |  | Certification of the President and General Director of the registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|12.2           |  | Certification of the Finance Director of the registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|13.1           |  | Certification of the President and General Director of the registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|13.2           |  | Certification of the Finance Director of the registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.             

24

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