Exhibit
      1.1





ENGLISH
      TRANSLATION OF THE AMENDED AND RESTATED


*ESTATUTOS
      SOCIALES* OR
      BY-LAWS, 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 ANÓNIMA 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.




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.




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**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”.




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.




3


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 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




4


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.




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.




5


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 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




6


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 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




7


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 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.




8


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




9


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 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




10


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.




**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.




11


**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.




**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




12


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 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




13


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.




**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




14


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.




**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




15


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.




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.




16


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




17


course
      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




18


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 guaranties 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




19


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
                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.




20


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
      Audit
      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
      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.




21


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.




**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




22


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;




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:






23






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 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;






24






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 the company’s capital stock, expressly submit 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 domiciles.