EXHIBIT 1.1


    English Translation of the Amended and Restated Estatutos Sociales, or
                   Bylaws, of Grupo Casa Saba, S.A. de C.V.

                                     NAME

ONE.- The name of the company shall be "GRUPO CASA SABA", which shall always
be followed by the words "SOCIEDAD ANONIMA DE CAPITAL VARIABLE" ("VARIABLE
CAPITAL COMPANY") or the abbreviation "S.A. de C.V."

                                   DOMICILE

TWO.- The domicile of the company shall be Mexico City, Federal District,
provided that the company shall be permitted to establish branches or agencies
and agree to contractual addresses in any other place within the Mexican
Republic or abroad, without such agreement being construed as a change of its
corporate domicile.

                                     TERM

THREE.- The term of the company shall be ninety-nine years as of the date of
this deed of incorporation.

                               CORPORATE PURPOSE

FOUR.- The company's purpose is to:

     1.   Promote, incorporate, organize, exploit and participate in the
          capital stock and assets of all type of commercial or civil
          companies, associations or industrial, commercial, service or other
          concerns, both domestic and foreign, and participate in the
          management or liquidation thereof.

     2.   Manufacture, produce, purchase, sell, process, distribute, export
          and import all types of products permitted by law and, generally,
          all types of domestic or foreign goods or merchandise, whether in
          the form of raw materials, semi-finished or finished products and
          whether pre-assembled or unassembled, and to trade them in any
          manner whatsoever either for its account or the account of others.

     3.   Acquire, transfer and, generally, negotiate with all types of shares
          of stock, partnership interests and securities.

     4.   Provide, contract and receive all types of technical, consulting and
          advisory services, and enter into contracts or agreements in
          connection therewith.

     5.   Enter into all types of agreements with the Federal Government or
          any local governments or public or private entities, individuals or
          corporations, whether domestic or foreign.

     6.   Issue, subscribe, accept, endorse and guarantee credit instruments,
          securities and other instruments permitted by law.

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     7.   Acquire, transfer, lease, sublease and permit the use, enjoyment,
          disposition or, generally, exploitation of all types of personal and
          real property, including their parts or appurtenances.

     8.   Provide or receive all types of technical and professional
          assistance and services.

     9.   Obtain and grant all types of loans, providing and receiving
          specific guaranties thereof; issue debentures and notes; accept,
          draw, endorse or guarantee all types of credit instruments and other
          documents evidencing credit rights, and grant all types of bonds or
          guaranties with regard to the obligations assumed or the instruments
          issued or accepted by third parties.

     10.  Register, purchase, lease, assign, renew, evidence the use and
          dispose of trademarks, patents, certificates of invention, trade
          names, industrial designs, commercial advertisements, model
          registrations, copyrights, inventions and processes and all other
          industrial and intellectual property rights.

     11.  Establish, lease, operate and hold plants, factories, workshops,
          warehouses, facilities, offices and agencies in Mexico or abroad.

     12.  Act as commission agent and mediator, and agree to serve as
          representative of all types of business concerns.

     13.  Generally, to carry out all types of commercial transactions and
          enter into all types of contracts, agreements and transactions of
          any nature whatsoever, in accordance with the law.


                                  NATIONALITY

FIVE.- The company is of Mexican nationality. Any foreign national that may
now or hereafter acquire any interest or share in the company's equity,
formally agrees with the Ministry of Foreign Affairs to be treated as a
Mexican national in respect of such share and of the properties, rights,
concessions, participations or interests held by the company or of the rights
and obligations arising from any agreements to which the company may be a
party with Mexican authorities, and therefore not to invoke the protection of
his government under the penalty, in case of violation of such agreement, to
forfeit in favor of the Mexican government any shares acquired thereby.

                           CAPITAL STOCK AND SHARES

SIX.- The capital stock is variable. The minimum fixed capital not subject to
withdrawal is the amount of $167,730,000.00 (ONE HUNDRED SIXTY SEVEN MILLION
SEVEN HUNDRED THIRTY THOUSAND PESOS 00/100 MEXICAN CURRENCY).

The minimum fixed capital not subject to withdrawal shall be represented by
265,149,080 shares of common stock with no par value, issued in registered
form, of the company's "Sole Series".



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The variable portion of the capital stock shall be unlimited and represented
by shares of common stock with no par value, issued in registered form, of the
company's "Sole Series".

The participation of foreign equity in the company shall in all cases be
subject to the provisions of the applicable laws.

                    ISSUANCE OF SHARES FOR PUBLIC OFFERING

SEVEN.- The company may issue non-subscribed shares of any class or series of
its capital stock, which shall be maintained in the company's treasury for
their delivery upon their subscription.

In addition, subject to the prior express authorization of the National
Banking and Securities Commission, the company may issue non-subscribed shares
for their public offering, provided that such shares are maintained in custody
by a securities depository institution and that all the conditions set forth
in Article 81 of the Securities Market Law are satisfied.

The right of first refusal referred to in Article 132 of the General Law of
Mercantile Companies shall be required to be expressly waived during the
extraordinary shareholders' meeting held to approve the issuance of the
non-subscribed shares.

Upon the presence of the quorum required in these bylaws, the relevant
resolution shall be fully effective and shall be applicable to those
shareholders that did not attend the meeting, and thus the company shall be at
liberty to place such shares among the public without the need for the
publication specified in the Article referred to in the preceding paragraph.
If any minority representing at least twenty-five percent (25%) of the voting
stock shall vote against the issuance of the non-subscribed shares, such
issuance of shares shall not occur.

A notice of a general shareholders' meeting shall expressly state that such
meeting is being called for the purposes set forth in Article 81 of the
Securities Market Law and shall include a special mention of the provisions
contained in Section X of such Article.

Any shareholder that votes against such resolution at such meeting shall have
the right to require the company to place his/her shares at a price equal to
the public offering price of the shares issued to such effect. The company
shall be required to place on a preferential basis the shares owned by the
dissenting shareholders.

                            RIGHTS OF SHAREHOLDERS

EIGHT.- Within their respective classes and series, all shares entitle their
holders to the same rights and impose on them the same obligations, except for
the right of withdrawal available to the holders of shares representing the
variable portion of the capital stock. Each share entitles its holder to cast
one vote at any shareholders' meeting.

The shareholders that represent at least fifteen percent (15%) of the capital
stock may directly exercise an action of responsibility against the
administrators, as long as the requirements provided in article 163 of the
General Law of Mercantile Companies are satisfied. Such action may be
exercised also with respect to the statutory auditors and members of the
Auditors



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Committee, subject to the provision of the Securities Market Law.

The shareholders with voting shares, whether limited or restricted, that
represent at least ten percent (10%) of the shares represented in a
shareholders meeting, may request the postponement of the voting on any matter
on which they considered themselves as not sufficiently informed, in the terms
and conditions foreseen in article 199 of the General Law of Mercantile
Companies.

The shareholders with voting shares, whether limited or restricted, that
represent at least twenty percent (20%) of the capital stock, may judicially
oppose to the resolutions of the general meetings, in terms of which they have
voting rights, as long as they satisfy the requirements of article 201 and
pursuant with article 202 of the General Law of Mercantile Companies.

                      REPURCHASE OF SHARES BY THE COMPANY

NINE.- The company may repurchase its shares of stock through any stock
exchange authorized in the terms of the Securities Market Law in which such
shares are traded, at the prevailing market price thereof. The repurchase by
the company of its own shares shall be subject to the prior approval of the
Board of Directors and shall be charged to the net equity as long as such
shares belong to the own issuer or, in its case, to the capital stock in the
event that it decides to convert them in treasury shares, in the assumption,
that no resolution of shareholders meeting will be required.

The general ordinary shareholders' meeting shall determine, for each fiscal
year, the amount of the capital stock that may be allocated to the repurchase
of the company's shares, with the only restriction that the amount allocated
to the repurchase of the company's shares shall in no event exceed from the
balance of the company's net profits, including those withheld. The Board of
Directors shall appoint the person or persons responsible of the repurchase
and placement of the company's shares.

As long as the shares belong to the issuer company, such shares may not be
represented in any kind of shareholders meeting.

The company's shares that belong to the issuer company or, in its case, the
treasury shares, may be placed among the public, in the understanding, that
the corresponding capital stock increase shall not require, for its placement,
a resolution of shareholders meeting, or of the Board of Directors. The
decrease and increase in the capital stock as a result of the repurchase and
placement of the company's shares shall not require of any resolution from the
shareholders' meeting or the Board of Directors.

                                STOCK REGISTRY

TEN.- The company shall be required to maintain a stock registry in the terms
of Articles 128 and 129 of the General Law of Mercantile Companies. The stock
registry may be kept by the Secretary of the Board of Directors, a securities
depository institution, a credit institution or such other person as the Board
of Directors may designate to act as registrar in the name and on behalf of
the company.



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The stock registry shall be closed during the period from the business day
immediately preceding any shareholders' meeting to and including the date of
the relevant shareholders' meeting. No records shall be noted in such registry
during such periods.

The company shall only recognize as legitimate owners of its shares, those
persons registered in the stock registry.

                    PROHIBITION OF ACQUISITION OF SHARES BY
                                 SUBSIDIARIES

ELEVEN.- The Subsidiaries of the Company may not, directly or indirectly,
participate in the capital stock of the Company or any other company to which
the Company is a Subsidiary. For purposes of this clause, Subsidiaries shall
have the meaning set forth in the general accepted accounting principals
referred to in the general provisions or rules issued by the National Banking
and Securities Commission.

                               CAPITAL INCREASES

TWELVE.- Except for any capital increase derived from the placement of
repurchased shares as described in Clause Nine above, the increase of the
capital stock shall require a resolution of the ordinary or extraordinary
shareholders' meeting, as the case may be, in accordance to the General Law of
Mercantile Companies subject to the rules set forth in the foregoing Clause.

The increase of the minimum fixed portion not subject to withdrawal shall
require a resolution of the general extraordinary shareholders' meeting and
the corresponding amendment of these bylaws.

The increase of the variable portion of the capital stock other than in
connection with the placement of any shares of the company acquired pursuant
to Clause Nine above, may be performed by means of a resolution of the general
ordinary shareholders' meeting, subject only to the formality that the
relevant minutes shall be formalized by a notary public, provided that it
shall not be necessary to register the relevant deed before the Public
Registry of Commerce.

Upon the adoption of the relevant resolution, the shareholders' meeting that
approved the increase or any subsequent shareholders' meeting, shall determine
the terms and conditions pursuant to which such increase shall be effected.

Any shares required to be delivered upon their subscription pursuant to the
resolution of the shareholders' meeting that approved the issuance of such
shares, may be offered by the Board of Directors or the special representative
or representatives, in accordance with such authorities as shall have been
vested thereon by the shareholders' meeting, for their subscription and
payment, subject in any event to the pre-emptive rights set forth in Clause
Thirteen below.

The increase of the capital stock may be effected through the capitalization
of those items of the stockholders' equity referred to in Article 116 of the
General Law of Mercantile Companies, through cash or other contributions or
through the capitalization of liabilities. In the event of any increase
through the capitalization of items of the stockholders' equity, all of the
outstanding shares shall be entitled to receive a proportional amount of the
shares issued in connection with



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such increase.

Except for any increase in the capital stock derived from the placement of any
shares repurchased by the company pursuant to Clause Nine of these bylaws, all
increases in the capital stock shall be recorded in a registry maintained to
such effect by the company or on behalf of the company by the persons referred
to in Clause Ten of these bylaws.

                               PREEMPTIVE RIGHTS

THIRTEEN.- In the event of a capital increase through cash contributions, all
the shareholders shall have a preemptive right to subscribe the shares issued
or made outstanding in connection with such increase, in proportion to the
number of shares held thereby as of the date of the relevant capital increase.
Such right shall be exercised within the term determined by the shareholder
meeting that approved the increase, provided that such term shall in no event
be less than fifteen calendar days from the publication of a notice to such
effect in the official gazette of the company's domicile or in one of the
newspapers of greater circulation in such domicile. The preemptive right set
forth in this Clause shall not be granted to the shareholders with regard to
any shares issued or maintained in the company's treasury as a result of (i) a
merger of the company, (ii) the conversion of any debentures, and (iii) the
placement of any shares repurchased pursuant to Clause Nine of these bylaws.
In addition, in the event of a public offering pursuant to Article 81 of the
Securities Market Law and Clause Seven of these bylaws, all shareholders shall
be required to expressly waive their preemptive rights and, upon the presence
of a quorum at the relevant shareholders' meeting, the resolutions shall be
fully effective and shall be applicable to any absentees.

If upon the expiration of the term for the exercise of the pre-emptive rights
granted to the shareholders pursuant to this clause there are any remaining
non-subscribed shares, such shares may be offered for their subscription and
payment in the conditions and within the terms determined by the shareholders'
meeting that approved the capital increase or by the Board of Directors or the
delegates appointed by the shareholders' meeting for such purpose, provided
that the price at which such shares are offered to third parties may not be
less than the price at which such shares were offered for their subscription
and payment to the company's shareholders.

                               CAPITAL DECREASES

FOURTEEN.- Except for any decrease of the capital stock resulting from the
exercise of the withdrawal rights referred to in this clause or from the
repurchase of the company's shares pursuant to Clause Nine above, the capital
stock may be decreased by resolution of the ordinary or extraordinary
shareholders' meeting, as the case may be, in accordance with the rules set
forth in this clause. Any decrease in the minimum fixed portion not subject to
withdrawal of the capital stock shall require a resolution of the general
extraordinary shareholders' meeting, together with the amendment of these
bylaws, and shall be subject to the provisions of Article 9 of the General Law
of Mercantile Companies.

Except for any decrease in the variable portion of the capital stock resulting
from the exercise of the withdrawal rights or from the repurchase of the
company's shares pursuant to Clause Nine above, the variable portion of the
capital stock shall require a resolution of the ordinary shareholders'
meeting, subject only to the formality that relevant minutes be formalized by a



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notary public, provided that it shall not be necessary to register the
relevant deed before the Public Registry of Commerce.

The capital stock may be decreased to absorb losses, effect reimbursements to
the shareholders, release the shareholders from their payment obligations in
respect of the unpaid portion of the subscription price of any shares, or as a
result of the exercise of the right of withdrawal of any shares representing
the variable portion of the capital stock or the repurchase of the company's
shares pursuant to Clause Nine of these bylaws.

Any decrease of the capital stock to absorb losses shall be allocated
proportionately between the minimum fixed portion not subject to withdrawal
and the variable portion of the capital stock, without the need to cancel any
shares given the no-par value nature thereof.

In the event of a decrease of the capital stock to effect a reimbursement to
the shareholders, such reimbursement shall be carried out on a pro-rata basis,
provided that the reimbursement price shall not be less than the book value of
the shares as reflected in the most recent income statement approved by the
general ordinary shareholders' meeting.

The decrease of the capital stock resulting form the exercise by any holder of
shares representing the variable portion of the capital stock, of his right to
withdraw all or a portion of the contributions represented by such shares must
be carried out in accordance to the provisions contained in Articles 220 and
221 of the General Law of Mercantile Companies, and the reimbursement of the
withdrawn shares shall be paid pursuant to the following:

1. At a price equal to the lowest of (i) ninety-five percent of the trading
price of the company's shares in the stock exchange, obtained form the average
volume based price of the transactions performed with the Company's securities
during the thirty days of trading immediately preceding the date on which the
withdrawal is to become effective, during a period that may not exceed of six
months, or (ii) the book value of the Company's securities as reflected in the
balance sheet for the fiscal year immediately preceding that in which the
withdrawal becomes effective, as approved by the Ordinary Shareholders'
Meeting.

2. The reimbursement shall be due and payable by the Company as of the day
following the date in which the Ordinary Shareholders' Meeting approves the
balance sheet for the fiscal year in which the withdrawal shall became
effective is approved.

Except for any decrease in the capital stock as a result of the repurchase of
the company's shares performed pursuant to the provisions contained in Clause
Nine of these bylaws, all decreases in the capital stock shall be recorded in
a registry maintained to such effect by the company or on behalf of the
company by the people referred to in Clause Ten of these bylaws.

                           REDEMPTION OF SHARES WITH
                               RETAINED EARNINGS

FIFTEEN.- The general extraordinary shareholders' meeting may approve the
redemption of shares with retained earnings without a decrease in the capital
stock, subject to the provisions of Article 136 of the General Law of
Mercantile Companies, provided that if such shares are traded in a stock
exchange such redemption shall be carried out through the repurchase of shares
in the relevant stock exchange at such price and in such other terms and
conditions as



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the relevant shareholders' meeting may determine, provided also that such
shareholders' meeting may delegate to the Board of Directors or to special
delegates the authority to make such determination.

The shares so redeemed shall be annulled and the corresponding stock
certificates cancelled.

       CANCELLATION OF THE REGISTRATION OF THE COMPANY'S SHARES WITH THE
              NATIONAL REGISTRY OF SECURITIES AND INTERMEDIARIES

SIXTEEN.- In the event of the cancellation of the registration of the
Company's shares in the Securities Section of the National Securities
Registry, whether upon the Company's request or by resolution of the National
Banking and Securities Commission pursuant to the law, the shareholders
holding the majority of the shares or otherwise entitled to control the
decisions of the shareholders meetings or to appoint the majority of the
members of the Board of Directors shall conduct a tender offer prior to such
cancellation. The referred shareholders, shall transfer into a trust during a
period of at least six months, the funds necessary to purchase at the price
established in the tender offer the shares of those investors that did not
attend or rejected such offer, provided that once the tender offer has
occurred and prior to the the cancellation of the registrations of the shares
or other securities underlied by such shares in the National Securities
Registry , the mentioned shareholders are not able to acquire 100% of the
outstanding capital stock.

The tender offer mentioned in the preceding paragraph, shall be performed at
least the price that results higher between (i) the Market Price (as such term
is defined hereinafter), during a period that may not exceed six months; or
(ii) the book value per share reflected in the most recent quarterly report
filed with the National Banking and Securities Commission and the Mexican
Stock Exchange prior to the date of the tender offer, except when such value
has been modified in accordance to the criteria applicable to the
determination of relevant information, in which case, the Company's most
recent financial information available shall be considered.

For purposes of the preceding paragraph, "Market Price" is the average price
considered by the volume of the transactions performed during the last thirty
days, prior to the tender offer, in which the Company's shares were traded,
during a period that may no exceed six months.. In case that the number of
days, in which the shares were traded during the appointed period, is less
than thirty, only the days in which trading effectively took place will be
considered. In the event that the tender offer includes shares of more than
one series, the average considered shall be computed for each of the series
that is intended to be cancelled, provided that the tender offer starting
price for all series shall be the highest average obtained.

The Board of Directors, within the five business days prior to the starting
day of tender offer, shall express its opinion, on the fairness of the price
of the tender offer, for which it shall take into account the interests of the
minority shareholders, in compliance with the provisions contained in the
second paragraph of article 16 of the Securities Market Law and the audit
committee's opinion, which, if dissident shall be disclosed. In case that the
Board of Directors is faced with a situation that may cause a conflict of
interests, it's the Board's opinion shall be accompanied with another from an
Independent Specialist appointed by the audit committee, which must make
special emphasis on the protection to the minority shareholder's rights.

Those shareholders who own the majority of the ordinary shares or have the
possibility, under



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any title, to impose decisions in the shareholders' general
meetings or to appoint the majority of the board members, shall not be
compelled to carry out the tender offer for the cancellation of the
registration of the company's shares, provided that they obtain the consent of
the shareholders representing at least 95% of the capital stock, at a
shareholders meeting and that the amount offered for the shares placed among
the Investing Public (as defined below) in terms of this clause is less than
300,000 investment units. This, provided that in order to request and obtain
the cancellation, the Company must create the trust referred to in this clause
and give notice of the cancellation and the creation of the trust through the
electronic system of information diffusion or its equivalent authorized by the
Mexican Stock Exchange and the Banking and Securities Commission.

For purposes of the preceding paragraph Investing Public shall mean the the
person or people holding Company's securities, other than the Company, as long
as they are not in one of the presumptions of the Securities Market Law or in
the general dispositions issued by the National Banking and Securities
Commission.

The provisions set forth in this clause shall apply to any title or unit
representing two or more Company's shares of one or more series.

The shareholders which are obliged to perform the tender offer described in
this clause, may request from the National Banking and Securities Commission
an authorization, taking into account the Company's financial situation and
perspectives, to follow a different procedure for the price determination,
provided that they file the Board' resolution, previous favorable opinion of
the audit committee, containing the motives based on which they deem
justifiable to establish a different price, accompanied by the Independent
Specialist's report, emphasizing on the compliance of such price with the
provisions contained in Article 16 of the Securities Market Law.



                              STOCK CERTIFICATES

SEVENTEEN.- The definitive or provisional certificates representing the shares
of stock shall be issued in registered form, may represent one or more shares,
shall satisfy the requirements set forth in Article 125 of the General Law of
Mercantile Companies, shall include a transcription of Clause Five of these
bylaws and shall be signed by two members of the Board of Directors.

The signatures of such directors may be imprinted manually or by facsimile,
subject to the requirement, in the latter event, that the original of such
signatures is deposited with the Public Registry of Commerce of the company's
domicile. The definitive stock certificates may include such registered,
numbered coupons as the Board of Directors may determine.

                            SHAREHOLDERS' MEETINGS

EIGHTEEN.- The general shareholders' meeting is the highest authority of the
company. Shareholders' meetings may be ordinary and extraordinary.
Extraordinary meetings are those held to discuss any of the matters set forth
in Article 182 of the General Law of Mercantile Companies or to approve the
redemption of shares with retained earnings, and all others shall be ordinary
shareholders' meetings.



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                                    NOTICES

NINETEEN.- The notice of a shareholders' meeting shall be given by the Board
of Directors or the Statutory Examiners, and shall be signed by the Secretary
of the Board. Any shareholder(s) with voting rights, whether limited or
restricted, representing at least 10% of the capital stock shall have the
right at any time to request in writing to call upon a general shareholder
meeting pursuant to established in article 184 of the General Law of
Mercantile Companies.

Any holder of one share of common stock shall have the same right in any of
the events set forth in Article 185 of the General Law of Mercantile
Companies. If the relevant notice is not given within fifteen days following
the date of the request, such notice shall be given upon the request of any
interested party by a Civil or District Judge having jurisdiction over the
company's domicile, provided that such interested party shall be required to
submit his/her shares for such purpose.

All notices for general ordinary shareholders' meetings shall be published in
the official gazette of the company's domicile or in one of the newspapers
with greater circulation in such domicile, at least 15 days prior to the date
of the meeting; all notices of general extraordinary shareholders' meetings
shall be published in any such newspapers at least eight days prior to the
date of the meeting. All notices shall include the agenda of the meeting and
shall be signed by the person or persons giving such notice, provided that if
given by the Board of Directors the signature of the Secretary or Alternate
Secretary shall suffice.

If all of the shareholders are present at a given ordinary or extraordinary
shareholders' meeting, such meeting may adopt resolutions with respect to any
matter whatsoever, including matters not included in the relevant agenda.

The information and documents related with each of the matters established in
the agenda, shall be available for the shareholders, in immediate and
gratuitous form, since the moment in which the call for the shareholders
meeting is published.

                          REGISTRATION AND ATTENDANCE
                       CARDS FOR SHAREHOLDERS' MEETINGS

TWENTY.- Only those persons registered in the company's stock registry as
holders of one or more shares shall be entitled to attend a shareholders'
meeting. The stock registry shall be deemed to be closed as of the day
preceding the date of the shareholders' meeting.

In order to attend a shareholders' meeting, the shareholders shall be required
to submit a registration card, which shall only be issued upon request made by
any person registered as a holder of shares in the company's stock registry
not later than twenty-four (24) hours prior to the time set for the meeting,
together with evidence of the deposit, with the company's Secretary, of their
stock certificates or the deposit certificates issued in respect of such stock
certificates by a securities depository institution, including the lists of
holders of shares issued by those depositors that maintain accounts with the
relevant securities depositary institution, or by a domestic or foreign credit
institution. The shares deposited to enable their holders to attend a
shareholders' meeting shall not be returned until after the adjournment of
such meeting, upon the delivery of the receipt thereof issued in favor of the
holder.



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                                    PROXIES

TWENTY ONE.- The shareholders may be represented at the shareholders' meetings
by such person or persons as may designate through a proxy signed before two
witnesses, or by attorneys-in-fact with sufficient general or special powers
pursuant to the applicable laws or through power of attorney granted in
formats made by the company, that comply with the following requirements.

1.   To clearly establish the name of the company, as well as the respective
     agenda, without including the paragraphs to which it refers the articles
     181 and 182 of the General Law of Commercial Companies under the title of
     general matters.

2.   To leave a blank for the corresponding instructions that the grantor
     establishes for the exercise of its power o attorney.

The formats of the powers of attorney shall be made available by the Company
to the brokers of the securities market that evidence to be the
representatives of the Company's shareholders', representatives, the formats
of the powers of attorney, during the term established in article 173 of the
General Law of Mercantile Companies, in order for them to promptly deliver
this formats to their grantors.

The secretary of the board of directors of the company shall be bound to check
the compliance of the established in this paragraph and inform about this
matter to the meeting, that shall be reflected in the respective minute.

The members of the Board of Directors and the Statutory Examiners may not
represent any holder of shares at a shareholders' meeting.

                                    MINUTES

TWENTY TWO.- The minutes of all shareholders' meetings shall be prepared by
the Secretary, recorded in the relevant book and signed by the Chairman and
the Secretary, as well as by the Statutory Examiners that were present.

Pursuant with article 178 of the General Law of Mercantile Companies, the
resolutions taken out of meeting (ordinary or extraordinary) by the unanimous
vote of the shareholders that represent the entirety of the outstanding shares
and with voting right regarding the specific matter, shall have the same
validity for all legal effects as if they had been taken in a general
shareholders meeting duly called, as long as such resolutions are confirmed in
writing by each shareholder.

                     CHAIRMAN AND SECRETARY OF THE MEETING

TWENTY THREE.- The Chairman of the Board of Directors or, in his absence, the
person designated by majority of votes of the attending shareholders, shall
act as Chairman of the meeting.

The Secretary of the Board of Directors or, in his absence, the Alternate
Secretary or the



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person designated by majority of votes of the attending shareholders, shall
act as Secretary of the meeting. The Chairman shall appoint tellers of
inspection from among the attending shareholders, legal representatives or
guests, whom shall count the number of shares represented, determine the
existence of a quorum and, upon the Chairman's request, count the ballots.

                                ANNUAL MEETINGS

TWENTY FOUR.- The general ordinary shareholders' meeting shall be held at
least once a year during the 4 (four) months following the end of each fiscal
year.

In addition to the matters specified in the relevant agenda, such meeting
shall consider the following matters:

     1.   Discuss, approve or modify and resolve with respect to, the report
          of the Board of Directors regarding the financial condition and
          accounting records of the company, including the report of the
          Statutory Examiner, pursuant to Article 172 of the General Law of
          Mercantile Companies.

     2.   Resolve with respect to the allocation of profits, if any.

     3.   Appoint the members of the Board of Directors, the Secretary and his
          alternate, the Statutory Examiner and his alternates and, as the
          case may be, the members of the Executive Committee, and determine
          the compensations thereof.

     4.   In its case, determine the maximum amount of resources that might be
          destined to the repurchase of shares, with the only limitation that
          the total amount of the resources that might be destined to such
          purpose during a fiscal year, must not exceed the total balance of
          the Company's net profits, including those retained.

     5.   Acknowledge the audit committee's annual report, submitted to the
          Board of Directors in terms of Article 14 bis 3 section IV of the
          Securities Market Law.

Extraordinary meetings may be held whenever called to consider any matter
requiring its approval.

                              QUORUM FOR ORDINARY
                            SHAREHOLDERS' MEETINGS

TWENTY FIVE.- The quorum for an ordinary shareholders' meeting to be validly
convened upon first notice shall be at least fifty percent (50%) of the common
shares of stock, and its resolutions shall be valid if adopted by majority of
votes of the shares represented thereat. Ordinary shareholders' meetings held
upon second or subsequent notice shall be validly convened regardless of the
number of common shares of stock represented thereat, and its resolutions
shall be valid if adopted by majority of votes of the shares of stock entitled
to vote represented thereat.



                                      12
<PAGE>


                           QUORUM FOR EXTRAORDINARY
                            SHAREHOLDERS' MEETINGS

TWENTY SIX.- The quorum for an extraordinary shareholders' meeting to be
validly convened upon first notice shall be at least seventy-five percent
(75%) of the shares of stock, and its resolutions shall be valid if adopted by
the affirmative vote of the holders of shares representing at least fifty
percent (50%) of the shares of stock. Extraordinary shareholders' meetings
held upon second or subsequent notice shall be validly convened with the
presence of at least fifty percent (50%) of the shares of stock, and its
resolutions shall be valid if adopted by the affirmative vote of the holders
of shares representing at least fifty percent (50%) of the shares of stock
entitled to vote thereat.

                           MANAGEMENT OF THE COMPANY

TWENTY SEVEN.- The direction and management of the business and assets of the
company shall be entrusted to a Board of Directors formed by the number of
directors as the general ordinary shareholders' meeting held for their
appointment may determine, provided that such number shall in no event be less
than five and greater than twenty board members . The shareholders' meeting
may appoint alternates and, in such event, it shall determine the manner in
which the alternates will replace the directors, provided that unless
otherwise determined by the shareholders' meeting an alternate director may
replace any director.

The appointment or election of the members of the Board of Directors shall be
carried our by majority of votes during an ordinary shareholders' meeting.

The minority shareholders who own at least 10% (ten percent) of the capital
stock represented by common shares with full voting power, shall be entitled
to appoint a director and his alternate.

Upon such appointment, the remaining members of the Board of Directors shall
be appointed by simple majority of votes, excluding the votes of the minority
shareholders who made the abovementioned appointments.

The appointment of the board members or statutory auditors appointed by the
shareholders established in the paragraphs above, may only be revoked when the
other appointments are revoked.

                       MEMBERS OF THE BOARD OF DIRECTORS

TWENTY EIGHT.- The members of the Board of Directors may or may not be
shareholders, notwithstanding, at least the twenty five percent (25%) shall be
independents. It shall be understood, that the people that meet the
requirements established by article 14 Bis of the Securities Market Law, shall
be considered as independent board members.

The members of the Board of Directors shall remain in office for one year, but
will continue to perform their charges until the individuals appointed to
succeed them have taken office; may be reelected and shall receive the
compensation that the ordinary shareholders meeting determines.


                                      13
<PAGE>


                     OFFICES WITHIN THE BOARD OF DIRECTORS

TWENTY NINE.- Unless otherwise expressly determined by the shareholders'
meeting, the Board of Directors, during its first meeting immediately
following the shareholders' meeting held to appoint such Board, shall appoint
from among its members a Chairman, a Secretary and, as the case may be, an
Alternate Secretary, provided that the latter two need not be members of the
Board of Directors. In addition, the Board of Directors shall appoint the
persons that will hold any other office that may be created for the better
performance of its duties. The alternates shall cover any temporary or
permanent absences in the Board of Directors.

The Chairman of the Board of Directors shall preside over the shareholders'
meetings and the meetings of the Board of Directors, and in his absence such
meetings shall be presided over by the director designated by majority of
votes of the remaining attendants; he shall execute and enforce the
resolutions of the shareholders' meeting and the Board of Directors without
the need for any special resolution whatsoever.

The Board of Directors, in addition, shall resolve upon (i) every transaction
that is submitted to its consideration, and that are intended to be executed
between or consummated by any of the Company's Subsidiaries and the related
parties, referred to in Article 14 bis 3, section d) of the Securities Market
Law; (ii) the purchase or sale of assets, by the corresponding Subsidiary, if
such assets represent 10% or more of the Company's total assets; (iii) the
granting of guaranties by the corresponding Subsidiary for an amount exceeding
30% of the company's total assets; and (iv) any transaction , other than the
above mentioned, performed by the corresponding Subsidiary and that represents
more than 1% of the Company's total assets.

The copies or other evidence of the minutes of the meetings of the Board of
Directors and the shareholders' meetings, of the entries recorded in the
company's non-accounting books and records that are not of an accounting
nature and, generally, of any document contained in the company's files, may
be authorized and certified by the Secretary, who shall be considered as a
permanent delegate to appear before the notary public of his choice in order
to formalize the minutes of the meetings of the Board of Directors and
shareholders' meetings, and to grant the powers of attorney approved by the
Board of Directors. In addition, the Secretary shall prepare and record in the
relevant books the minutes of all shareholders' meetings or meetings of the
Board of Directors or the Executive Committee referred to in Clause Thirty
Two, and shall issue restatements and certifications in respect thereof and of
the appointments, signatures and authorities of the company's officers.

                           QUORUM FOR BOARD MEETINGS

THIRTY.- The Board of Directors shall meet at least once every three months.
The quorum for a meeting of the Board of Directors to be validly convened
shall be the majority of its members, and its resolutions shall be valid if
adopted by majority of votes of the members present, provided that in the
event of a tie the Chairman of the Board shall have the deciding vote. The
manner in which the voting rights appertaining to the shares of stock issued
by any company in which this company holds the majority of the shares of
stock, whether at an ordinary or extraordinary shareholders' meeting, shall be
subject to a resolution of the Board of Directors. Such authority shall be
vested exclusively on the Board of Directors or the ordinary shareholders'
meeting.


                                      14
<PAGE>


The meetings of the Board shall be held in the company's domicile or in such
other place as the Board of Directors may deem convenient.

Notices of the meetings of the Board of Directors shall be sent to the members
of the Board of Directors by mail, facsimile, telegram or courier, at least
five days prior to the date of each meeting.

The Chairman of the Board, at least the twenty five percent (25%) of the board
members or any of the statutory auditors of the company, may call upon a
meeting of the board.

The resolutions adopted by unanimous consent of the members of the Board of
Directors without a meeting thereof, shall for all legal purposes have the
same validity as if adopted at a meeting, provided they are confirmed in
writing in accordance with Article 143 of the General Law of Mercantile
Companies.

The minutes of the meetings of the Board of Directors shall be authorized by
the Chairman and the Secretary of the meeting and shall be recorded in a book
maintained to such effect.

                       POWERS OF THE BOARD OF DIRECTORS

THIRTY ONE.- The Board of Directors is the company's legal representative and,
accordingly, shall be vested with and granted, as an collegiate body, the
following authorities and obligations:

     1.   To approve the following operations (a) that set aside from the
          ordinary type of business and that intend to be execute between the
          company, , and any of (i) its shareholders, (ii) persons that form
          part of the management of the company or with such persons that
          maintain patrimonial bonds or, in its case, relation by
          consanguinity or affinity up to second degree, or (iii) the spouse
          or consort of the persons mentioned in sections (i) and (ii) above;
          (b) the purchase or sale of ten percent (10%) or more of the total
          assets in terms of the last financial statements approved by the
          shareholders meeting of the company; (c) the grant of guaranties by
          an amount greater than thirty percent (30%) of the total assets in
          terms of the last financial statements approved by the shareholders
          meeting; and (d) the operations different from the foregoing that
          represent more than one percent (1%) of the total assets in terms of
          the last financial statements approved by the shareholders meeting
          and that are intended to be executed between the company, and any of
          (i) its shareholders, (ii) persons that form part of the management
          of the company or with such persons that maintain patrimonial bonds
          or, in its case, relation by consanguinity or affinity up to second
          degree, or (iii) the spouse or consort of the persons mentioned in
          sections (i) and (ii) above. The faculty established in this
          paragraph is not delegable.

          The resolutions referring to the matters mentioned in the preceding
          paragraph, except for the established in Article 159 of the General
          Law of Mercantile Companies, are responsibility of the members of
          the Board of Directors.

     2.   Approve the following transactions (a) those which are out of the
          ordinary course



                                      15
<PAGE>

          of business and that are intended to be executed between and of the
          Company's Subsidiaries, on the one hand , and on the other by any
          one of the following: (i) its shareholders, (ii) people that are a
          part of the Company's Board of Directors or managers o such other
          people with whom these have patrimonial relations or, in its case,
          to whom they are family related by blood or law up to the second
          grade, or (iii) the spouse or concubine of the people mentioned in
          previous sections (i) and (ii); (b) the purchase or sale of 10% (ten
          percent) or more of the total assets reported in the most recent
          financial statements approved by the shareholders meeting of each of
          the Subsidiaries; (c) the granting of guarantees for an amount
          exceeding 30% (thirty per cent) of the total assets reported in the
          most recent financial statements approved by the shareholders
          meeting of each of the Subsidiaries; and (d) the transactions
          different from the previous that represent more than 1% (one per
          cent) of the total assets reported in the most recent financial
          statements approved by the shareholders meeting of each of the
          Subsidiaries and that are intended to be executed between a
          Subsidiary on the one hand, and on the other any one of the
          following: (i) its shareholders, (ii) people that are a part of its
          Board of Directors or managers o such other people with whom these
          have patrimonial relations or, in its case, to whom they are family
          related by blood or law up to the second grade, or (iii) the spouse
          or concubine of the people mentioned in previous sections (i) and
          (ii). The authority granted to the Board of Directors in this
          paragraph may not be delegated.

          Except for the case set forth in article 159 of the General Law for
          Mercantile Corporations, the members of the Board of Directors shall
          be liable for the resolutions adopted in connection to the matters
          referred to in this section.

     3.   Exercise the company's power for lawsuits and collections, which is
          conferred thereto with all the general authorities and those special
          authorities requiring of a special clause pursuant to the law,
          without any limitation, in the terms of the first paragraph of
          Article 2,554 of the Civil Code for the Federal District and the
          corresponding Articles of the Civil Codes for all the States of the
          Republic. Accordingly, the Board of Directors shall be authorized,
          without limitation, to: withdraw any actions brought thereby,
          including amparo proceedings; agree to settlements; submit to
          arbitration; make and present arguments; assign property; challenge
          judges; receive payments and carry out any actions expressly
          determined by the law, including representing the company before any
          judicial and administrative authorities, whether criminal, civil or
          otherwise, with authority to file criminal claims and complaints,
          grant pardons, appear as affected party before or cooperate with the
          prosecution in any criminal procedures, with labor authorities and
          courts and with the Ministry of Foreign Affairs for the execution of
          any agreements with the Federal Government, pursuant to Sections I
          and IV of Article 27 of the Constitution, its Organic Law and the
          Regulations thereof.

     4.   Power of attorney for administration matters pursuant to the
          provisions contained in the second paragraph of Article 2,554 of the
          Civil Code for the Federal District and the corresponding Articles
          of the Civil Codes for all the States of the Republic. Accordingly,
          it shall be authorized to appoint and remove at any time the
          Director General and the General or Special Managers and other
          officers, representatives, agents and employees of the company and
          determine their authorities, obligations, employment conditions,
          compensations and the



                                      16
<PAGE>

          guarantees to be posted thereby.

     5.   Power to acquire and transfer shares of and equity interests in
          other companies.

     6.   Power of attorney for acts of domain pursuant to the third paragraph
          of Article 2,554 of the Civil Code for the Federal District and the
          corresponding Articles of the Civil Codes of all the States of the
          Republic.

     7.   Power to issue, subscribe, guarantee and otherwise negotiate with
          all types of credit instruments on behalf of the company and its
          subsidiaries, pursuant to Article 9 of the General Law of Credit
          Instruments and Transactions, and to appoint the persons authorized
          to such effect.

     8.   Power to establish and cancel bank accounts on behalf of the
          company, and to make deposits therein and withdrawals therefrom, as
          well as to appoint the persons authorized to make withdrawals
          therefrom.

     9.   Authority to call ordinary, extraordinary or special shareholders'
          meetings in any of the events contemplated in these bylaws or as it
          may deem convenient, to set the date and time for such shareholders'
          meetings and to execute the resolutions adopted thereby.

     10.  Authority to prepare internal labor regulations.

     11.  Power to appoint and remove the external auditors of the company.

     12.  Power to establish branches and agencies of the company in any place
          within the Mexican Republic or abroad.

     13.  Power to determine the manner in which the shares owned by the
          company shall be voted at the general extraordinary and ordinary
          shareholders' meetings of the companies in which the company holds a
          majority of the shares of stock.

     14.  Power to grant general or special powers of attorney and delegate
          any authorities other than those reserved exclusively to the Board
          of Directors pursuant to the law or these bylaws, reserving itself
          at all times the exercise of such authorities, and to revoke any
          powers of attorney granted thereby.

     15.  Power to carry out all the actions authorized by these bylaws or
          derived thereof, including the rendering of all kind of opinions
          required under the Securities Market Law. And general provisions and
          rules issued by the National Banking and Securities Commission.

     16.  Power to authorize the repurchase of shares representatives of the
          capital stock of the company in accordance with the provisions of
          Clause Nine of these bylaws.

     17.  Power to create such special committees as it may deem necessary for
          the



                                      17
<PAGE>

          conduction of the company's activities, and to determine the
          authorities and obligations, the number of members, the terms for
          the appointment of such members and the operating rules thereof,
          provided that such committees shall not have any authority that in
          accordance with the law or these bylaws may be reserved exclusively
          to the shareholders' meeting, the Board of Directors or other
          corporate bodies.

                             MANAGMENT COMMITTEES

          THIRTY TWO.- A.- The company shall have an Audit Committee, that
          will be integrated by board members, from which the Chairman and the
          majority of them shall be independent directors and shall count with
          the presence of the statutory auditor or statutory auditors of the
          company, who shall be entitled to attend the meetings with voice and
          without voting right.

The Executive Committee shall have among others, the following faculties:

(i)  To prepare an annual report about its activities and submit it to the
     Board of Directors.

(ii) To render opinions on the transactions involving the people mentioned in
     sections 1 and 2 of Clause Thirty One of this By-laws, and

(iii) To propose the employing of Independent Specialists in such events
     considered as necessary, with the purpose of expressing their opinion on
     the transactions previously mentioned in paragraph 1 of Clause Thirty
     First of this By-laws.

For purposes of these bylaws, an "Independent Specialist" shall be the person
or people that meet the requirements contemplated in the Securities Market Law
or in the general rules issued by the National Banking and Securities
Commission.

The members of the Board of Directors, Statutory Auditors that attend the
Audit Committee and, in its case, the members of such Committee, that in any
business operation have an interest different to the company's, shall inform
such matter to the rest of Administrators or Members of the Committee or cited
body parts, and abstain from all deliberation and resolution.

The Audir Committee shall hold a meeting when called upon by the Secretary or
its alternate as requested by the Chairman or any other two of its members,
with at least five days of anticipation, having to call the Statutory Auditor
in all events of the company. The call shall be sent by mail, telegram, fax,
messenger service or any other mean that assures that the members of such
Committee receive the information with at least five days of anticipation from
the date in which the meeting will be held. The notice shall be signed by the
Secretary of the Board of Directors of the company or its Alternate, which
will act as a substitute in such Audit Committee.

In order for the Audit Committee meetings to be valid, the assistance of at
least the majority of its members will be required. The resolutions brought
upon by the Audit Committee shall be approved by the affirmative vote of the
majority of its members.

B.- The company may have an Executive Committee formed by members or alternate
members


                                      18
<PAGE>

of its Board of Directors appointed, together with the Chairman of such
Executive Committee, by the ordinary shareholders' meeting, all of whom shall
comprise a collegiate body subject to the Board. Unless removed by the
ordinary shareholders' meeting, the members of the Executive Committee shall
remain in office for one year or until the persons appointed to succeed them
have taken office, may be reelected and shall receive such compensation as the
ordinary shareholders' meeting may determine.

The Executive Committee shall meet whenever called for such purpose by the
Secretary or his alternate upon the request of the Chairman or of any two of
its members, at least five days in advance, provided that notice of such
meetings shall also be given to the Statutory Examiner of the company. The
notice shall be sent by mail, telegram, facsimile, courier or any other means
that ensures its receipt by all the members of the Committee at least five
days prior to the date of the meeting. The notice may be signed by the
Secretary of the Board of Directors of the company or his alternate, whom
shall also hold such positions in the Executive Committee.

The quorum for a meeting of the Executive Committee to be validly convened
shall be at least the majority of its members. The resolutions of the
Executive Committee shall be valid if adopted by the affirmative vote of a
majority of its members.

The Executive Committee shall have the authorities granted to the Board of
Directors in paragraphs 2, 3, 5, 6, 7, 9, and 13 of Clause Thirty One hereof,
which authorities may be restricted at any time by the ordinary shareholders'
meeting without any amendment of these bylaws.

The Executive Committee shall not carry out any activity, which in accordance
with the law or these bylaws is reserved to the shareholders' meeting or the
Board of Directors. The Executive Committee may not delegate all of its
authorities to any person, provided that it may grant general and special
powers of attorney whenever it may deem it convenient and designate the
persons that shall execute its resolutions. Absent such designation, the
Chairman or the Secretary shall be authorized to execute the resolutions of
the Committee.

The Executive Committee, through its Chairman or Secretary, shall submit to
the Board of Directors, from time to time but at least annually or upon the
occurrence of facts or actions that in its opinion may be material for the
company, a report with respect to the resolutions adopted thereby. The minutes
of the meetings of the Executive Committee shall be recorded in a special
book, shall contain evidence of the attendance of the members of the Committee
and the resolutions adopted thereby, and shall be signed by the persons that
acted as Chairman and Secretary of the meeting.

                               GENERAL DIRECTOR

THIRTY THREE.- The direction of the company's business may be entrusted to a
General Director appointed by the Board of Directors, who shall have such of
the authorities set forth in Clause Thirty One of these bylaws as the Board
may determine. The General Director may or may not be a shareholder or member
of the Board of Directors and shall remain in office indefinitely or until the
Board of Directors appoints a successor and such successor takes office.




                                      19
<PAGE>

                               STATUTORY AUDITOR

THIRTY FOUR.- The surveillance of the company shall be entrusted to a
Statutory Auditor appointed by the general ordinary shareholders' meeting, who
may have an alternate.

The titleholders of shares with or without voting right that represent at
least the ten percent of capital stock, may appoint a statutory auditor.

The Statutory Auditor and, as the case may be, its alternate, need not be
shareholders of the company, shall be appointed annually, may be reelected one
or more times and shall remain in office until the shareholders' meeting
appoints a successor and such successor takes office.

The Statutory Examiner shall have the authorities and obligations set forth in
Article 166 of the General Law of Mercantile Companies and such other
authorities as may be granted thereto by the shareholders' meeting, and shall
receive such compensation as the shareholders' meeting may determine on an
annual basis.

The Statutory Auditors shall be called to the meetings of the Board of
Directors, all meetings of the , of the Executive Committee, and those
intermediate body parts requested for advice in which the Board of Directors
had delegated any faculty

                                  FISCAL YEAR

THIRTY FIVE.- The company's fiscal year shall run concurrently with the
calendar year. In the event of liquidation or merger of the company, its
fiscal year shall terminate early on the effective date of such liquidation or
merger, and a fiscal year shall be deemed to be in progress during all such
period of time as the company may be in the process of liquidation, provided
that such fiscal year shall be subject to the provisions of the applicable tax
laws.

                             FINANCIAL INFORMATION

THIRTY SIX.- Within the four months following the end of each fiscal year, the
Board of Directors shall prepare at least the following financial information:

     1.   A report of the Board of Directors with respect to the performance
          of the company during such fiscal year, the policies followed by the
          Board and, if applicable, the principal existing projects;

     2.   A report stating and explaining the principal accounting and
          information policies and criteria followed in the preparation of the
          financial information;

     3.   A statement of the financial condition of the company as of the end
          of the fiscal year;

     4.   A statement of income for the fiscal year, duly explained and
          classified;

     5.   A statement of changes in the financial condition during the fiscal
          year;


                                      20
<PAGE>


     6.   A statement of changes in the items of the company's net worth
          during the fiscal year, and

     7.   The necessary notes to supplement and clarify the information
          contained in the abovementioned statements.

                                    PROFITS

THIRTY SEVEN.- The net profits of each fiscal year as reflected in the
financial statements, prior deduction of the amounts required for (i) the
payment or provision for the payment of all applicable taxes, (ii) any
segregations required to be effected in accordance with the law, (iii) if
applicable, the amortization of losses from previous fiscal years and (iv) the
payment of the general expenses incurred during the year in connection with
the compensations of the members of the Board of Directors, the Statutory
Examiners and the Director General, shall be allocated as follows:

     1.   5% to the creation, increase or replenishment of a reserve, until
          such reserve equals 20% of the paid-in capital.

     2.   Such amounts as the shareholders' meeting may determine, to the
          creation or increase of any general or special reserves, including,
          as the case may be, a reserve for the repurchase of the company's
          shares in accordance with the Securities Market Law.

     3.   From the balance, such amount as may be necessary to pay to all of
          the shareholders, on a pro rata basis, any dividends approved by the
          shareholders' meeting.

     4.   The surplus, if any, shall be disposed of by the shareholders'
          meeting or, subject to the latter's approval, by the Board of
          Directors. The shareholders' meeting or, as the case may be, the
          Board of Directors, may allocate the surplus in any manner that it
          may deem convenient to the interests of the company and its
          shareholders.

                                    LOSSES

THIRTY EIGHT.- The losses, if any, shall be borne by all the shareholders in
proportion to the number of shares owned thereby, subject to the limits of
equity represented thereby.

                                  DISSOLUTION

THIRTY NINE.- The company shall be dissolved in any of the events set forth in
Article 229 of the General Law of Mercantile Companies.

                                  LIQUIDATORS

FORTY.- Upon its dissolution, the company shall be liquidated. The
extraordinary shareholders' meeting shall appoint one or more liquidators and
may appoint any alternate liquidators, whom



                                      21
<PAGE>

shall have the authorities set forth in the law or such other authorities as
such shareholders' meeting may determine.

                             LIQUIDATION PROCEDURE

FORTY ONE.- The liquidator(s) shall carry out the liquidation in accordance
with such rules as the shareholders' meeting may have determined or, absent
such determination, in accordance with the following provisions and the
provisions of the relevant chapter of the General Law of Mercantile Companies:

     1.   They shall conclude all of the business in such manner as they may
          deem to be most convenient;

     2.   They shall cover and pay for all the debts through the sale of such
          of the company's assets as may be required to such effect;

     3.   They shall prepare the final liquidation balance, and

     4.   Upon the approval of the final liquidation balance, they shall
          distribute the available liquid assets among all of the shareholders
          on a pro rata basis and in proportion to the number of shares owned
          thereby and the paid-in portion of such shares. In the event of a
          disagreement between the liquidators, the Statutory Examiner shall
          call a shareholders' meeting to resolve upon any issue subject
          matter of a disagreement.

During the liquidation, all shareholders' meetings shall be held in accordance
with the provisions of these bylaws, and the liquidator(s) shall have
authorities comparable to those conferred upon the Board of Directors during
the normal life of the company, and the Statutory Examiner shall continue to
perform, with respect to the liquidators, the same duties performed with
respect to the Board of Directors during the normal life of the company.

                            VENUE AND JURISDICTION

FORTY TWO.- The provisions of the General Law of Mercantile Companies shall
govern anything not expressly contemplated in these bylaws. For the
interpretation and enforcement of these bylaws, the shareholders, by reason of
their subscription or acquisition of shares of stock of the company, expressly
submit themselves to the jurisdiction of the competent courts in Mexico City,
Federal District and expressly waive any other jurisdiction to which they may
be entitled by reason of their present or future addresses.


                                      22