Exhibit 1.2


(TRANSLATION)

           Amendment to the corporate by-laws of Grupo Radio Centro,
           S.A. de C.V. adopted on April 25, 2003, in order to modify
           them to comply with the general provisions applicable to
           securities issuers and other participants in the security
           market, published in the Official Gazette of the Federation
           on March 19, 2003 by the National Banking and Securities
           Commission.

                        GRUPO RADIO CENTRO, S.A. DE C.V.

                                     CLAUSES

                                    TITLE ONE

                                  INCORPORATION

     ONE. This is a stock company with variable capital ("Sociedad Anonima de
Capital Variable") to be governed by these By-laws and in everything not
provided for hereby, by the General Law of Commercial Companies and the
applicable provisions of the Securities Market Law.

                                    TITLE TWO

             CORPORATE NAME; CORPORATE DOMICILE, CORPORATE EXISTENCE

                              AND CORPORATE PURPOSE

     TWO. The Company is called "Grupo Radio Centro", name which shall always be
followed by the words "Sociedad Anonima de Capital Variable" or the initials
"S.A. de C.V."

     THREE. The corporate domicile of the Company shall be Mexico City, Federal
District. The Company may establish offices, agencies, establishments or branch
offices anywhere in the United Mexican States or abroad, or submit to
contractual domiciles, this not being understood as a change of domicile.

     FOUR. The corporate existence of the Company shall be ninety-nine (99)
years as from the date of its incorporation.

     FIVE. The corporate purpose of the Company shall be:

     (a) To acquire, possess, subscribe, exhibit, dispose of or in any other way
to carry out acts of commerce related to shares, corporate participations and
participations in commercial companies and civil corporations and partnerships,
incorporated according to Mexican or foreign laws, either at the time of their
incorporation or thereafter;

     (b) To render advisory, consulting and technical assistance services in the
accounting, mercantile, financial, fiscal, legal or administrative areas to
those companies of which it is a shareholder or to third parties, the
commercialization of advertising services through communications media, as well
as to represent and act as agent of all kinds of associations, civil or
commercial companies, service, industrial or commercial companies and, in
general, any individuals and corporations whether Mexican or foreign;


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     (c) To register trademarks, trade names, copyrights, patents, invention
certificates, to acquire or sell invention certificates, to acquire or sell any
kind of industrial property rights or copyrights, as well as to receive or grant
licenses or authorizations for the use and exploitation of all kinds of
industrial property rights or copyrights;

     (d) To contract direct or contingent liabilities; to borrow or lend money,
granting and receiving specific guarantees; to issue debentures, commercial
paper or other kind of securities; including those named "certificados
bursatiles" referred to in article fourteen Bis six (14 Bis 6) of the Securities
Market Law; to accept, draw, endorse, guarantee ("avalar"), subscribe and issue
any kind of negotiable instruments for the purposes of this item; to grant and
contract bonds and to guarantee or guarantee ("avalar") its own or third parties
obligations;

     (e) To draw, endorse, issue, subscribe, guarantee ("avalar"), accept or in
any other manner to negotiate with negotiable instruments and to carry out
credit operations;

     (f) To place its own shares in Mexican or foreign securities markets, prior
authorization from the competent authorities, including in foreign stock
exchanges or quotation systems;

     (g) To acquire shares representing its capital stock in accordance with the
provisions of section first (i) of article fourteen Bis three (14Bis 3) of the
Securities Market Law;

     (h) To acquire in property, give or take in lease or carry out any acts of
commerce under any other legal title, with all kinds of real estate and personal
property, as well as real rights thereon, which may be necessary or convenient
to attain its corporate purpose or the corporate purpose of those companies on
which this company has a shareholding; and

     (i) In general, to perform and carry out all acts, agreements and
operations related or connected thereto, that may be necessary or convenient to
attain its corporate purpose.

                                   TITLE THREE

                NATIONALITY OF THE COMPANY AND FOREIGN INVESTORS

     SIX. (a) The Company is Mexican. The Company shall not admit, either
directly or indirectly, foreign investors or companies without
foreigners-exclusion clause as partners or shareholders, nor shall it
acknowledge any rights as partners or shareholders to the same investors and
companies. This limitation shall not be applied in the case that the Company
obtains express authorization of the competent authorities to receive investment
deemed neutral according to the legal provisions or rulings that may be
applicable or according to the provisions of sections (c), (d) and (e) of this
clause.

     (b) The acts, agreements or social and by-laws commitments declared void by
the Ministry of Economy that, contravene the provisions of the Foreign
Investment Law and its Regulations, shall not have legal effects among the
parties nor they may be effective vis-a-vis third parties.


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     (c) In the event that any foreign shareholder acquires to paragraphs (d)
and (e) of this clause, he formally binds himself before the Ministry of Foreign
Affairs to be considered as Mexican regarding the shares he may acquire or which
he may hold, as well as regarding the assets, rights, concessions,
participations or interest held by the Company or else the rights and
obligations derived from the agreements where the Company is a party with
Mexican authorities and to do not invoke the protection of their governments,
under the penalty, in case of not honoring his commitment, to forfeit the shares
he had acquired to the benefit of the Mexican Nation.

     (d) According to the provisions of articles twenty two (22) of the Foreign
Investment Law and articles twenty four (24) and twenty five (25) of the
Regulations of the Foreign Investment Law and of the National Registry of
Foreign Investment, international development financial companies may acquire
Series "A" shares.

     (e) Shares of limited vote and other limited corporate rights acquired
pursuant to the provisions of articles eighteen (18), nineteen (19) and twenty
(20) of the Foreign Investment Law and articles twenty two (22) and twenty three
(23) of the Regulations of the Foreign Investment Law and of the National
Registry of Foreign Investment, as well as Series "A" shares acquired by those
companies referred to in section (d) above, shall be considered "neutral
investment", which shall not be computed for the purpose of determining the
amount and proportion of the participation of foreign investors in the capital
stock of the Company.

                                   TITLE FOUR

                     CAPITAL STOCK, SHARES AND SHAREHOLDERS

     SEVEN. (a) The capital stock of the Company is variable. The fixed capital
stock without withdrawal right amounts to $847,477,511.00 (EIGHT HUNDRED FOURTY
SEVEN MILLION FOUR HUNDRED SEVENTY SEVEN THOUSAND FIVE HUNDRED ELEVEN PESOS
00/100, LAWFUL CURRENCY OF THE UNITED MEXICAN STATES).

     (b) The capital stock shall be represented by Series "A" shares and shares
of other special Series that may be issued by the Company with the prior
authorization from the competent authorities, in particular by the Ministry of
Economy and the National Banking and Securities Commission.

     (c) The shares of the minimum fixed capital may be identified as Class I
and those of the variable capital may be identified as Class II .

     (d) In the event that the shares of the Company are listed in a stock
exchange, either directly or through any other securities representing them, the
exercise of the withdrawal right shall be subject to the provisions of section
(m) of clause Eight hereof.

     (e) Series "A" shareholders are registered, common or ordinary, without
expression of any par value and may only be held by: (i) Mexican individuals,
(ii) Mexican corporations which corporate by-laws contain the
foreigners-exclusion clause, of which companies only Mexican individuals and
corporations which corporate by-laws contain the foreigners-exclusion clause may
be shareholders and so on; (iii) Mexican credit and bonding institutions,
financial factoring companies and Mexican investment companies with
foreigners-exclusion clause; (iv) credit institutions as trustees in trusts set
up to establish purchase option plans for employees of this company and its
subsidiaries; (v) credit institutions in their capacity as trustees under the
terms of the Foreign Investment Law and its Regulations; and (vi) international
development financial companies according to the provisions of the Foreign
Investment Law and its Regulations.


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     (f)Companies on which this Company holds the majority of shares or
corporate participations or that shall be considered as subsidiaries of this
Company, must not, directly or indirectly, invest in shares of this Company nor
of any other company which is a majority shareholder of this Company that is
considered as its subsidiary, or without being it they know it is a shareholder
of this Company.

     (g) The Company may request to the National Banking and Securities
Commission the corresponding authorization to issue shares without voting
rights, as well as with limited corporate rights, as well as restricted vote
shares other than those referred to in article one hundred and thirteen (113) of
the General Law of Commercial Companies in the terms of section two (II) of
article fourteen Bis three (14 Bis 3) of the Securities Market Law.

     EIGHT. Shares shall be subject to the following provisions:

     (a) Within their respective series and class, each share shall grant the
same rights and obligations to its holders.

     (b) The shares without voting rights as well as limited vote shares that
the Company issues in the terms of section two (II) of article fourteen Bis
three (14 Bis 3) of the Securities Market Law will have the rights stipulated in
the corresponding issuance.

     (c) Each share may only be represented by one person and grants the right
to one vote at the meetings its holders are entitled to attend.

     (d) Shares paid in kind shall remain deposited with the Company for a two
(2) year period, in accordance with the provisions of article one hundred and
forty one (141) of the General Law of Commercial Companies.

     (e) Shares representing the fixed minimum capital stock may only be issued
or withdrawn by resolution of a general extraordinary shareholders meeting and
the respective amendment to these corporate By-laws, except for share
cancellations and issuances derived from the Company's rebuy of its own shares,
in which case the provisions of clause Seventeen, paragraph (n) of these By-laws
shall apply.

     (f) Shares representing the variable capital stock, within the authorized
maximum, issued and paid by contributions in cash or in kind or issued and paid
by capitalization of profits or surplus by revaluation of assets, shall be
issued or withdrawn by resolution of the general ordinary shareholders meeting,
except when the shareholders exercise their withdrawal rights. The respective
minutes must be formalized before a notary public without it being required that
it is registered or filed to be valid, except when the shareholders exercise
their withdrawal right, or when there is an increase or decrease referred to in
item I of article fourteen Bis three. (14 Bis 3) of the Securities Market Law.


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     (g) When taking the resolutions to increase the capital stock, the general
extraordinary or ordinary shareholders meeting, as the case may be, resolving
thereon, shall determine the terms and conditions according to which such
increase in the capital stock must be carried out.

     (h) Any increase or decrease in the capital stock must be registered in the
variable capital book be carried for such purpose by the regular or alternate
secretary of the Board of Directors of the Company.

     (i) The withdrawal of shares of the variable capital stock shall always be
made without affecting the minimum capital stock.

     (j) New shares may not be issued if the shares previously issued are not
paid in full yet.

     (k) The exercise of the withdrawal right, in addition of being subject to
the provisions of articles two hundred and twenty (220) and two hundred and
twenty one (221) of the General Law of Commercial Companies, shall be subject to
the following:

               (i) The respective reimbursement shall be paid according to the
                   lowest of the two following values:

                           (A) Ninety-five percent (95%) of the quotation value
                           in the stock exchange, obtained from the price
                           average taking into account the trading volume during
                           the last thirty (30) days on which the shares of the
                           issuing company had been negotiated prior to the date
                           on which the withdrawal must become effective during
                           a period that must not exceed six (6) months, or
                           else,

                           (B) The book value of the shares in accordance with
                           the financial statements corresponding to the end of
                           the fiscal year immediately preceding that on which
                           the separation must become effective, previously
                           approved by the general ordinary shareholders
                           meeting,

                           In the event that the period in which the shares were
                           traded is less than thirty (30) days, the actual
                           number of days in which the shares were traded will
                           be taken into account. If the shares are not traded
                           within such period, the book value of the shares will
                           be used.

                  (ii)     The payment of the reimbursement shall be due to the
                           Company as from the date following the holding of the
                           general ordinary shareholders meeting which had
                           approved the financial statement corresponding to the
                           fiscal year on which the withdrawal must become
                           effective.

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     Shareholders of the Company may only exercise the withdrawal right up to
the amount of the variable capital stock and in no event such right may be
exercised when it implies a decrease in the capital stock to an amount lower
than the minimum established. In the event that the Company receives
notification from the shareholders in connection with the exercise of the
withdrawal right which in the aggregate would reduce the minimum capital stock
to an amount lower than the one provided for in these corporate by-laws, the
Company shall accept the request of withdrawal right in the order that the
notifications of the exercise of the withdrawal right would have been submitted
to the Company.

     In the event that the Company receives notifications of shareholders who
wish to exercise their withdrawal rights simultaneously and the exercise of such
right, in the aggregated, amounts to more than the variable capital stock, the
Company shall accept and take care of the notifications proportionally to the
number of shares each shareholder exercising the mentioned right holds.

     (l) For the redemption of shares with distributable profits, the provisions
of article one hundred and thirty-six (136) of the General Law of Commercial
Companies. Redemption may be carried out, at the election of the general
extraordinary meeting: (i) by means of the purchase of the corresponding shares
in a public purchase offer made through a stock exchange, at the price and
according to the method determined by the meeting itself, or (ii) proportionally
among all shareholders, so that, after the redemption is made, the shareholders
maintain the same percentages they had in the capital stock before such
redemption. Redeemed shares shall be annulled and the provisional share
certificates representing them must be canceled.

     (m) If the value of the redeemed shares is not collected by their holders
within the year following the date they have been informed thereof, the
respective amounts shall be forfeited to the benefit of the Company.

     (n) The capital stock may be reduced: (i) to absorb losses, (ii) by
reimbursement to shareholders, (iii) by release granted to the shareholders of
payments not made, (iv) by the exercise of the withdrawal right of
contributions, and (v) by the Company's rebuy of its own shares pursuant to
clause seventeen, paragraph (n) of these by-laws.(n) Decreases in the capital to
absorb losses or to reimburse shareholders shall be firstly made from the
variable capital stock and just in the case it is not enough, from the fixed
minimum capital stock.

     In any event, the decrease shall be made proportionally among all series of
shares, without the need to cancel the respective shares, as they have no par
value.

                                   TITLE FIVE

                     PREFERENTIAL RIGHTS OF THE SHAREHOLDERS

     NINE. (a) (i) Except for the issuance of shares made according to article
eighty one (81) of the Securities Market Law, and those issuances performed by
virtue of the Company's resell of shares acquired pursuant to clause seventeen,
paragraph (n) of these by-laws, each shareholder shall have the preferential
right to subscribe and acquire shares of the Company issued regarding any
increase in its capital stock, in the proportion of the number of shares held by
such shareholders of a series regarding the total number of shares issued and
subscribed of such series prior to the increase. This right may be exercised for
a term not shorter than fifteen (15) calendar days; and (ii) in the event that
there are any unsubscribed shares, these shall be offered for sale by the Board
of Directors of the Company to third parties if the meeting which resolved on
their issuance did not resolve otherwise, and if such shares are not subscribed
by third parties within the ninety (90) calendar days thereafter, then they
shall be canceled and the capital stock shall be decreased in an amount equal to
the amount represented by the shares so canceled, unless the Board of Directors
of the Company or the respective meeting determines that such shares shall
remain at the treasury of the Company.


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<PAGE>

     (b) For the purpose of having the fifteen (15) calendar day term referred
to in the above paragraph, the day following the date on which the resolution of
the capital increase is published in the Official Gazette of the Federation or
in one of the newspapers having the widest circulation at the corporate domicile
of the Company shall be taken into consideration.

     (c) According to the provisions of the second paragraph of article two
hundred and sixteen (216) of the General Law of Commercial Companies, the
general ordinary shareholders meeting may decree the issue of unsubscribed
shares to be kept at the treasury of the Company and in such event, the shares
kept at the treasury of the Company shall be made outstanding and withdrawn
according to the instructions of the Board of Directors of the Company, if not
made by the meeting resolving on their issue, honoring the preferential right of
the shareholders and the other terms and conditions provided for in this clause
Nine, exception made of those issues made according to the following paragraph,
where the provisions of such paragraph shall prevail.

     (d) The general extraordinary shareholders meeting may resolve the issue of
shares of the fixed capital stock or of the variable capital stock to be kept at
the treasury of the Company to be placed among public investors at large,
according to the provisions of article eighty-one (81) of the Securities Market
Law, prior express authorization from the National Banking and Securities
Commission and in accordance with the following provisions:

                  (i)      At the extraordinary shareholders meeting resolving
                           the issue of unsubscribed shares, express waiver to
                           the preferential right referred to in article one
                           hundred and thirty two (132) of the General Law of
                           Commercial Companies must be made;

                  (ii)     If there is quorum, under the terms of paragraph (o)
                           of clause Twenty-Two of these by-laws, the resolution
                           taken shall become fully effective, even for those
                           shareholders who had not attended the meeting, for
                           which reason the Company shall be free to place the
                           shares among the public, without making the
                           publication referred to in article one hundred and
                           thirty-two (132) of the General Law of Commercial
                           Companies;

                  (iii)    When a minority representing at least twenty five
                           percent (25%) of the paid-up capital stock votes
                           against the issue of unsubscribed shares according to
                           the provisions hereof, such issue may not be carried
                           out;


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                  (iv)     In the call summoning to the extraordinary meeting,
                           it must be expressly noted that it meets for the
                           purposes mentioned in this paragraph (d), specially
                           mentioning the provisions of subsections (ii) and
                           (iii) above;

                  (v)      Any shareholder voting against the resolutions of the
                           meeting shall be entitled to demand the Company to
                           place his shares at the same price the shares subject
                           matter of the issue are offered to the public. The
                           Company shall have the obligation to first place the
                           shares belonging to the disagreeing shareholders; and

                  (vi)     The National Banking and Securities Commission shall
                           be authorized to attend these meetings in order to
                           watch the compliance with the requirements for the
                           issue of shares.

                                    TITLE SIX

                DEFINITIVE SHARE CERTIFICATES, PROVISIONAL SHARE

                       CERTIFICATES AND REGISTRY OF SHARES

     TEN. Shares shall be covered by definitive share certificates but
provisional share certificates may be issued while the definitive share
certificates are being issued. Provisional share certificates must be exchanged
by definitive share certificates during the period of time provided for in
section six (VI) of article fourteen Bis two (14 Bis 2) of the Securities Market
Law. Provisional share certificates and definitive share certificates shall be
progressively numbered and shall contain the information required by articles
one hundred and eleven (111), one hundred and twenty-five (125), one hundred and
twenty-seven (127) and all other relative articles of the General Law of
Commercial Companies, as well as the full text of clause Six of these By-laws.
Multiple share certificates may also be issued according to the provisions of
article seventy-four (74) of the Securities Market Law, in which event they
shall not need to express the name of the holder nor his domicile and
nationality.

     ELEVEN. Provisional share certificates or definitive share certificates may
cover one or several shares and shall be signed by two members of the Board of
Directors, whose signatures may be printed in facsimile, under the terms of the
provisions of section eight (viii) of article one hundred and twenty-five (125)
of the General Law of Commercial Companies, in which event, the original of the
signatures of those directors must be deposited at the Public Registry Bureau
corresponding to the corporate domicile of the Company.

     TWELVE. The Company shall carry a registry of shares evidencing all issues
of shares and the name, domicile, and nationality of the holders thereof and
whether such shares have been fully or partially paid, payments made, all
transfers thereof and any liens existing on such shares. In the event of shares
deposited with any institution for the deposit of securities, the transfer and
registry thereof shall be made in accordance with the provisions of the
Securities Market Law. This registry shall be carried by the regular or
alternate secretary of the Board of Directors, unless the Board of Directors
appoints a different person to carry it. Any transfer of shares or liens thereon
shall be effective regarding the Company, as from the date on which such
transfer or lien, as the case may be, had been registered in the registry of
shares of the Company, save for the assumptions referred to in article ninety
nine (99) of the Securities Market Law.


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     The registry of shares shall be formed with the evidences referred to in
article seventy eight (78) of the Securities Market Law, complemented with the
lists referred to in such article.

                                   TITLE SEVEN

        BOARD OF ADMINISTRATION, EXECUTIVE COMMITTEE, AUDIT COMMITTEE AND
                          SURVEILLANCE OF THE COMPANY

     THIRTEEN. (a) The management and representation of the Company shall be
vested in the Board of Directors formed by a minimum of seven (7) and a maximum
of twenty (20) regular directors and their respective alternates, of which at
least twenty five percent (25%) must be independent directors.

     (b) An alternate shall be appointed for each regular director; this
alternate director shall act on behalf of the respective regular director for
whom he was appointed in his temporary or definitive absences, in the
understanding that the alternate director of the independent directors must also
be independent directors.

     (c) Independent directors are those persons that (i) are not employees or
officers of the Company, including those personas that had occupied those
positions during the preceding year; (ii) shareholders that are not employees or
officers of the Company but have directive power over officers of the Company;
(iii) partners or employees of companies or associations that render consultant
services to the issuer or to the companies that belong to the same economic
group to which the Company is part, whose income represents ten percent or more
of their income; (iv) clients, suppliers, debtors, creditors, partners,
directors or employees of a company that is an important client, supplier,
debtor or creditor of the Company; (v) employees of a fund, association or civil
company that receive important donations from the Company, (vi) general
directors or high level officers of a company in which a general director or a
high level officer of the Company participates in its bound of directors, and
(vii) wife, husband or concubine as well as family relatives and other relatives
by law up to the first degree with respect to any of the persons mentioned in
items (iii) to (vi) above, or up to the third degree, with respect to the
persons mentioned in items (i) and (ii) of these section. In order to determine
the importance regarding the clients, suppliers, debtors, creditors and
donations the provisions of article fourteen Bis (14 Bis) of the Securities
Market Law, shall be taken into account.

     (d) The appointment or election of members of the Board of Directors
corresponding to Series "A" shareholders shall be made by the general ordinary
shareholders meeting, by majority vote, provided, however, that the minority
shareholder or shareholders representing at least ten percent (10%) of the
paid-up capital stock of the Company, exclusively represented by Series "A"
shares, shall be entitled to appoint a regular director and his respective
alternate in the respective general ordinary shareholders meeting. To calculate
the majority of votes referred to in this paragraph, the votes of minority
shareholders who have made use of the mentioned right shall not be computed.


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     (e) All minority shareholders of limited voting shares different to those
established in article one hundred thirteen (113) of the General Law of
Commercial Companies, or of limited vote referred to in such article that
represent at least the ten percent (10%) of the capital stock in one or more
series of shares, shall have the right to appoint at least one regular member of
the Board of Directors and its respective alternate; in absence of this
appointment of minorities, the holders of said class of shares shall have the
right to appoint at leas two (2) regular members of the Board of Directors and
their respective alternates. In the second case, the appointments, as well as
the substitutions and revocations of the members of the Board, shall be made in
a special meeting. The members of the Board of Directors appointed by the
shareholders referred to herein shall only be revoked when all other members of
the Board are revoked.

     FOURTEEN. (a) Members of the Board of Directors, either regular or
alternate, may be shareholders or persons alien to the Company.

     (b) Regular and alternate directors may be Mexican or foreign, but the
majority of directors must be Mexican.

     (c) The directors shall hold office for one (1) year, they may be reelected
and shall continue holding office even though the period for their office is
finished until the persons appointed to substitute them take office and
guarantee them according to the provisions of these corporate by-laws.

     (d) The general ordinary shareholders meeting shall determine the
remunerations to be received by the directors.

     (e) Just in the event that it is so required by the general ordinary
shareholders meeting as a guarantee of their management, when taking office,
regular and alternate members of the Board of Directors, members of the
Executive Committee and of the Auditors Committee, the general director of the
Company, the area directors, the managers and those other officers of the
Company, shall deposit at the treasury of the Company the amount in Mexican
currency that determine such meeting, or shall obtain a bond in such amount
issued in favor of the Company by an authorized bonding institution once they
take possession of their positions. The deposit or bond may not be withdrawn
until the position of the respective director or directors had been approved by
the general ordinary shareholders meeting of the Company. Regarding the officers
of the Company, the deposit or bond shall continue until they are released from
their positions and their management has been approved.

     FIFTEEN. (a) The Board of Directors, in its first meeting immediately
following the meeting which had appointed it, shall appoint a person to hold the
position of Chairman of the Board of Directors in the event the respective
meeting had failed to do so. Likewise, at such meeting the Board of Directors
shall appoint the persons holding the positions of regular and alternate
secretary and those other positions determined by the Board itself, provided
that the position of regular and alternate secretary may be vested in persons
who are directors of the Company or not.

     (b) The Chairman of the Board of Directors shall preside over the general
shareholders meetings and the Board of Directors meeting, performing the
resolutions thereof, without the need of any special resolution; this does not
mean that the general shareholders meeting or the Board of Directors are limited
to appoint other persons to perform the respective resolutions in specific
cases.


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<PAGE>

     SIXTEEN. (a) For a meeting of the Board of Directors to be considered
validly convened due to first or ulterior call, the attendance of the majority
of its regular directors or their respective alternates shall be required and
the resolutions of the Board of Directors shall be valid when taken by majority
vote of the attendance except in the cases mentioned in item (s) of the
Seventeen clause of these by-laws. In the event of a tie, the Chairman of the
Board of Directors shall have deciding vote.

     (b) The Board of Directors of the Company must meet at least once each
three (3) months or as many times as deemed necessary or convenient by its
chairman, secretary, regular or alternate, at least twenty five percent (25%) of
the members of the Board of Directors or any of the examiners of the Company,
who for such purposes shall be entitled to call for a Board of Directors
meeting.

     (c) Calls for the Board of Directors meetings must be send to the regular
members of the Board of Directors and their respective alternates, as well as to
the examiner or examiners by telefax confirmed by express receipt mail, postage
prepaid, or any other means evidencing reception thereof by the persons who must
receive them to the last address registered with the Company at least five (5)
business days prior to the date of the meeting. The respective call must contain
the date, place, time and agenda for the respective meeting. Resolutions taken
out of the Board of Directors meeting by unanimous vote of the members shall
have, for all legal effects, the same validity as if adopted in a Board of
Directors meeting, provided they are confirmed in writing or if quorum exists,
without prior call when each of the absent members of the Board of Directors or
absent examiners have signed a waive of its right to receive call, being
applicable the provisions of the third paragraph of article one hundred and
forty three (143) of the General Law of Commercial Companies.

     (d) The meetings of the Board of Directors shall be held at the corporate
domicile of the Company or anywhere else in the United Mexican States or abroad
as determined by the Board of Directors itself.

     (e) The Board of Directors must present to the shareholders meeting the
reports issued by the Audit Committee.

     SEVENTEEN. The Board of Directors shall have the legal representation of
the Company and may carry out all operations inherent to the corporate purpose
of this Company and those not reserved to another body by reason of this
instrument or by law. As an enumeration but not as a limitation, the Board of
Directors of the Company shall enjoy the following authorities:

     (a) General power-of-attorney for lawsuits and collections with all general
and special authorities requiring a special clause in accordance with the law,
under the terms of the first paragraph of article two thousand five hundred and
fifty-four (2554) of the Civil Code for the Federal District and its correlative
articles in the Civil Codes for the other entities where the power-of-attorney
is exercised, including the authority to withdraw from "amparo" proceedings,
pursue it throughout its terms and withdraw therefrom; file remedies against
interlocutory and definitive decrees; consent the favorable ones and ask for the
issuance and revocation of powers-of-attorney, answer claims filed against the
principal; make and file complaints, denunciations or accusations and assist the
Public Prosecutor in criminal processes, the Company being able to become the
civil party in such processes and grant pardons when in its opinion the case so
deserves it; acknowledge, sign documents and impugn as false those submitted by
the counterparty, submit witness, see the witness of the counterparty, examine
and cross-examine them, make and answer questions in court, settle, submit to
arbitration, challenge magistrates, judges and all other judicial officers,
without cause, with cause, or under protest of the law, as well as to appoint
experts.


                                       11
<PAGE>

     Neither any director nor the Chairman of the Board of Directors nor the
general director of the Company shall be entitled to reply interrogatories, for
which reason they are prevented from making and answering questions in court in
any lawsuit or proceeding in which the Company is a party. The mentioned
authorities shall exclusively correspond to the attorneys-in-fact of the Company
who had been granted these authorities expressly.

     (b) General power-of-attorney to manage the business and corporate assets
under the widest terms in accordance with the provisions of the second paragraph
of article two thousand five hundred and fifty-four (2554) of the Civil Code for
the Federal District and its correlative articles in the Civil Codes for the
entities on which the power-of-attorney is exercised, accordingly, the Board of
Directors is vested with the widest authorities to manage all business related
to the corporate purpose of the Company.

     (c) General power-of-attorney to exercise acts of ownership in accordance
with the provisions of the third paragraph of article two thousand five hundred
and fifty-four (2554) of the Civil Code for the Federal District and its
correlative articles in the Civil Codes for the entities on which the
power-of-attorney is exercised. Powers-of-attorney for acts of ownership must be
exercised jointly by at least two (2) attorneys-in-fact, with the modalities
determined by the Board of Directors.

     (d) The Board of Directors shall enjoy the authorities of a general
attorney-in-fact by the delegation of the legal representation of the principal
company, to represent the same in labor lawsuits or proceedings under the terms
and for the purposes referred to in articles eleven (11), forty-six (46),
forty-seven (47), one hundred and thirty-four (134), section three (iii), five
hundred and twenty-three (523), six hundred and ninety-two (692) section (ii)
and (iii), six hundred and ninety-four (894), six hundred and ninety-five (695),
seven hundred and eighty-six (786), seven hundred and eighty-seven (787), eight
hundred and seventy-three (873), eight hundred and seventy-four (874), eight
hundred and seventy-six (876), eight hundred and seventy-eight (878), eight
hundred and eighty (880), eight hundred and eighty-three (883), eight hundred
and eighty-four (884), and eight hundred and ninety-nine (899), in connection
with the provisions of chapters Twelve (XII) and Seventeen (XVII), of title
Fourteen (14), all of them of the Federal Labor Law in force, with the
attributions, obligations and rights regarding legal capacity referred to in
such legal provisions. Likewise, the labor representation is granted to it under
the terms of article eleven (11) of the mentioned Federal Labor Law. The
power-of-attorney being granted, the legal representation being delegated and
the employers representation being granted by means of this instrument shall be
exercised by the Board of Directors with the following authorities which are
mentioned as an enumeration but not as limitation:


                                       12
<PAGE>

                  (i)      To act before the unions with which collective labor
                           agreements are executed and for all effects of
                           collective conflicts;

                  (ii)     To act before workers personally considered and for
                           all effects of individual conflicts and, in general,
                           for all employer-employee matters;

                  (iii)    To appear before any labor authorities and social
                           service authorities referred to in article five
                           hundred and twenty-three (523) of the Federal Labor
                           Law;

                  (iv)     To appear before Boards of Conciliation and
                           Arbitration, either local or federal;

                  (v)      Accordingly, and on behalf of the Company, the Board
                           of Directors may appear to laboral lawsuits with all
                           attributions and authorities mentioned in the
                           sections (a) and (b) of this clause, as applicable
                           and it will also have the employers representation of
                           the Company for the purposes of article eleven (11),
                           forty-six (46), and forty-seven (47) of the Federal
                           Labor Law, as well as the legal representation of the
                           Company for the purposes of evidencing the legal
                           capacity of the company in a lawsuit or out of it,
                           under the terms of article six hundred and ninety two
                           (692) section two (II) and (III) of the mentioned
                           law;

                  (vi)     To appear to interrogatories under the terms of
                           articles seven hundred and eighty-seven (787) and
                           seven hundred and eighty-eight (788) of the Federal
                           Labor Law, with authorities to make and answer
                           questions in court and deal with the confessional
                           evidence throughout its stages;

                  (vii)    To appoint contractual domiciles to receive
                           notifications under the terms of article eight
                           hundred and seventy-six (876) of the Federal Labor
                           Law;

                  (viii)   To Appear with sufficient legal representation to the
                           hearing referred to in article eight hundred and
                           seventy-three (873), of the Federal Labor Law in its
                           three stages of conciliation, demand and objections
                           of offering and admission of evidences, under the
                           terms of article eight hundred and seventy-five
                           (875), eight hundred and seventy-six (876) sections
                           first (I) and sixth (VI), eight hundred and
                           seventy-seven (877), eight hundred and seventy-eight
                           (878), eight hundred and seventy-nine (879) and eight
                           hundred and eighty (880) of the Federal Labor Law;

                  (ix)     To appear to the hearing of the dealing of evidences,
                           under the terms of articles eight hundred and
                           seventy-three (873) and eight hundred and
                           seventy-four (874) of the Federal Labor Law; and


                                       13
<PAGE>

                  (x)      To offer and accept conciliation arrangements, enter
                           into transactions, take any kind of decisions,
                           negotiate an subscribe labor, judicial or
                           extrajudicial agreements; at the same time, it may
                           act as representative of the company as administrator
                           regarding and for any kind of labor lawsuits or
                           proceedings, individual or collective, being dealt
                           with before any authority; it may execute labor
                           agreements and rescind them, offer reinstatements,
                           answer any kinds of demands, claims or summons.

     Neither any director not the Chairman of the Board of Directors nor the
general director of the Company shall be entitled to answer interrogatories, for
which reason they are prevented from making and answering questions in court in
any lawsuit or proceeding on which the company is a party. These authorities
shall exclusively correspond to the attorneys-in-fact of the Company to whom
they have been expressly granted.

     (e) General power-of-attorney to draw, accept, endorse, negotiate, draw,
guarantee ("avalar"), certify and in any other manner subscribe credit
instruments on behalf of the Company, under the widest terms established by
article nine (9) section one (1) of the general Law of Credit Instruments and
Operations. The powers-of-attorney referred to in this section must be exercised
jointly by at least two (2) attorneys-in-fact, with the modalities determined by
the Board of Directors.

     (f) Authorities to open and cancel bank accounts, investment accounts and
any other kind of accounts, as well as to make deposits and draw against such
accounts through the person or persons determined by the Board of Directors
itself.

     (g) Authority to appoint and remove the general director of the Company and
the lower hierarchical level officers, as well as to determine their
authorities, powers, guarantee to give, working conditions and remunerations.

     (h) Authority to appoint and remove any other employees not mentioned in
the above section, as well as any attorneys-in-fact and agents, with the
authority to determine their powers, guarantees, working conditions or
conditions for the rendering of services and remunerations.

     (i) Authority to grant general or special powers-of-attorney, where the
authority of substitution may be granted, as well as to substitute or delegate
their powers, always keeping the exercise thereof and revoke any other powers
granted, substituted or delegated;

     (j) The Board of Directors, through its chairman or regular or alternate
secretary may call general ordinary and extraordinary shareholders meetings as
well as special shareholders meetings in all events provided for by these
by-laws or when considered convenient, as well as to fix the date, time and
agenda for such meetings.

     (k) To carry out the resolutions adopted by any shareholders meeting of the
Company, which shall be made through its Chairman, exception made that such
authority is delegated to another director.

     (l) To establish offices, branches, establishments or agencies of the
Company anywhere in the United Mexican States or abroad.


                                       14
<PAGE>

     (m) To place the shares of the Company which are not subscribed by the
shareholders thereof under the terms of clause Nine of these by-laws.

     (n) To resolve on the acquisition by the Company of shares issued by it,
under the terms on section first (1) of article fourteen Bis three (14 Bis 3) of
the Securities Market Law and according to the following:

                  (i)      The general ordinary shareholders meeting shall
                           indicate the amount of capital stock that can be
                           affected to repurchase the Company's own shares, as
                           well as the amount of the corresponding reserves,
                           created for that effect by said shareholders meeting,
                           with the only restriction that the sum of all
                           resources that can be destined to such purpose shall
                           in no case exceed the total balance of the Company's
                           net profit, including retained earnings;

                  (ii)     The purchase of own shares shall be made by affecting
                           the account of capital stock by an amount equal to
                           the "theoretical value of the shares", which is the
                           quotient that results from dividing the paid capital
                           stock by the number of released shares of the
                           company. The surplus shall be charged to the reserves
                           for the acquisition of own shares;

                  (iii)    In case of the purchase price of the shares being
                           lower that the theoretical value, the account of
                           capital stock shall only be affected by that amount
                           that is equivalent to the theoretical value of the
                           acquired shares;

                  (iv)     The Board of Directors shall appoint the person or
                           persons responsible for the purchase and sale of its
                           own shares;

                   (v)     The treasury shares may be sold to the investing
                           public, and the Company's shareholders shall not have
                           the preemptive right granted by article one hundred
                           and thirty two (132) of the General Law of Commercial
                           Companies, and the product of the sell shall be
                           applied to increase the capital stock by an amount
                           equal to the theoretical value of said shares, hence
                           reconstituting the reserves for the acquisition of
                           own shares by means of the surplus, if any. If the
                           case may be, the surplus generated by the difference
                           between the product of the sell and the price of
                           acquisition shall be registered at the account named
                           "Prime for subscription of shares"; (vi) Capital
                           stock reductions and increases derived from the
                           purchase and selling of shares, as provided in this
                           paragraph (n), shall not require a previous
                           resolution from the shareholders meeting, nor from
                           the Board of Directors.

                  (vii)    As long as the shares belong to the Company, they can
                           not be represented at any shareholders meeting of any
                           series; and

                  (viii)   The Board of Directors must comply with any other
                           provisions contained in the Securities Market Law or
                           in circulars issued by the National Banking and
                           Securities Commission, with respect to the purchase
                           and sale of its shares, being bound to file the
                           corresponding reports.


                                       15
<PAGE>

     (o) To determine the sense on which the voting right corresponding to the
shares held by the Company must be exercised at any shareholders meetings on
which this Company has a corporate participation.

     (p) Prior resolution of the corresponding meeting according to the type of
shares in question, to establish plans for the option for the purchase of shares
for employees of this Company or its subsidiaries.

     (q) Authority to appoint and remove the external auditor or external
auditors, with the understanding that the Board of Directors must have the
favorable opinion of the Audit Committee to appoint said external auditor or
external auditors.

     (r) The following is non-delegable authority of the Board of Directors: to
approve the transactions (i) to be entered into between the Company and/or its
subsidiaries and its shareholders, with persons that form part of its management
and/or the management of its subsidiaries or with whom such persons have
patrimonial or family links up to the second grade, spousal or concubine, and
that are outside the ordinary course of business; (ii) the purchase or sale of
the ten percent (10%) or more of the assets of the Company and/or its
subsidiaries; (iii) the granting of a resulting in a potential liability
exceeding thirty percent (30%) of the assets of the Company and/or its
subsidiaries, as well as, any other transaction, other than the transactions
described above, involving an amount in excess of one percent (1%) of the assets
of the Company and/or its subsidiaries. The members of the Board of Directors
are responsible of the resolutions that they reach with respect to the matters
referred herein above except in the case established in article one hundred and
fifty nine (159) of the General Law of Commercial Companies.

     (s) (1) In terms of section VII of article fourteen Bis three (14 Bis 3) of
the Securities Market Law, and without prejudice of what is stipulated in clause
Twelve of these by-laws and in fulfillment of the general rules applicable to
the acquisition of securities that must be disclosed and to the public offers of
purchase of securities, published in the Official Gazette of the Federation on
April 25, 2002 (the "Rules"), as mentioned therein, the prior consent of at
least two thirds of the members of the Board of Directors shall be required for
(i) any acquisition of "Shares" (as said term is defined below) that represent
thirty percent (30%) or more of the capital stock of the Company, by one or more
shareholders or individuals that pretend to be shareholders of the Company,
including the persons that are defined in the Rules as "Acquiring Group" whether
such acquisition is made by means of one or more simultaneous or successive
transactions of any nature through or outside the securities market, directly or
indirectly or through any third person; or (ii) for the case that several
shareholders or third parties, including the persons defined in the Rules as
("Acquisition Group"), obtain the voting right over thirty percent (30%) or more
of the capital stock of the Company through any mechanism or arrangement for the
exercise of voting rights.

     The term "Shares" shall include the "Securities with Voting Right", as such
term is defined in section IX of the rule First of the Rules.

     (2) The acquisition of Shares in the terms mentioned in paragraph (i) sub
item (l) above, that has been previously authorized by at least two thirds of
the members of the Board of Directors at least or that is not made pursuant to
the Rules, will not be registered in the stock registry book of the Company and,
as a consequence thereof, the Company will not recognize said persons as
shareholders, and therefore, such Shares shall not be entitled to vote at any
shareholder meeting of the Company, nor its owner shall be able to exercise any
of its corporate rights granted by the General Law of Commercial Companies or
herein granted, including the right to appoint the members of the Board of
Directors as it may correspond. Likewise, the adoption of any mechanism or
arrangement to exercise voting rights that results in the obtainment of the
right of vote in the terms of paragraph (ii) of sub item (l) above, has not been
previously authorized by at least two thirds of the members of the Board of
Directors shall not be recognized by the Company and the persons related
thereto, shall not be able to exercise their corresponding voting rights through
such mechanism or arrangement whether at any general shareholders meeting or
Board of Directors meeting.


                                       16
<PAGE>

     (3) In the event that for any reason one or more persons mentioned in the
sub item (1) above, acquire Shares or obtain voting rights without the prior
favorable consent of the Board of Directors as required in sub item (l) above,
said person or persons shall unconditionally and irrevocably submit to the
resolutions in such respect by the Board of Directors, which may include among
others the following: (i) the sale by means of public offering of the acquired
Shares, or (ii) the rescission of the acquisition of the Shares; or (iii) the
purchase by means of public offering or directly when necessary, of all or part
of the remaining Shares of the capital stock of the Company by this person or
persons following for such effect the mechanisms established in the Sixth and
Seventh rule of the Rules as such be the case, or (iv) the rejection of the
mechanisms or corresponding arrangements to exercise voting rights.

     (4) Independently and without prejudice of the foregoing those persons
referred to in sub item (l) above, that intend to carry out an acquisition of
Shares or the adoption of any mechanisms or arrangement to exercise voting
rights as mentioned in sub item (l) above, shall inform of their intention to
the chairman and secretary of the Board of Directors (the latter being bound to
immediately notify the situation to all other regular and alternate members of
the Board of Directors) by means of written communication together with all the
elements related to the proposed transaction, so that a call is made in the
terms of these by-laws to a Board of Directors meeting to be held within the
thirty (30) days following the date of receipt of the corresponding notice with
the purpose of informing at such meeting the above mentioned transaction and
delivering all elements available in order for the members of the Board of
Directors to review them and adopt the corresponding resolution according to the
terms of sub item (1) above. The Board of Directors may determine to invite the
interested person or persons to a new special meeting in order to clarify the
doubts that they may have or to request any additional information that may be
required in order for the Board of Directors to have the necessary elements to
take a resolution, in the understanding that the Board of Directors must adopt
the corresponding resolution within the thirty (30) days following the date on
which said Board of Directors has all the necessary elements for such effect. In
order for the Board of Directors to resolve favorably any of these transactions
which must be subject to the Rules, the respective person or persons must always
request the favorable consent of the Board of Directors with respect to any
additional acquisition of Shares, regardless of the percentage of the Shares or
the adoption of any mechanism or arrangement to exercise voting rights different
from the one originally submitted, otherwise said transactions will not be
recognized by the Company and the corresponding voting rights will not be able
to be exercised at any general shareholders meetings or Board of Directors
meetings.


                                       17
<PAGE>

     The Board of Directors may analyze the respective transaction with the
purpose of adopting the corresponding resolution using for such effect, without
limitation, the following criteria: (i) the characteristics of the interested
person or persons, such as its citizenship, moral and economic status,
activities engaged, etc., (ii) the advantages or disadvantages that its
participation will have for the Company considering among others, the effects
over the radio license, economic competition, etc., and (iii) its experience in
the communications sector, in particular, radio and publicity.

     (5) Acquisition of Shares, or adoption of mechanisms or arrangement to
exercise voting rights, by any shareholder or third party, including those
persons defined in the Rules as "Group of Acquirers", that represents five (5%)
or more of the capital stock of the Company in one or more transactions, must be
notified within five (5) working days following of its formalization to the
chairman and secretary of the Board of Directors (the latter being bound to
notify immediately of this respect to all the other regular and alternate
members of the Board of Directors) by means of a written communication which
must made in accordance with the applicable provisions of the Rules in
connection with disclosure of acquisition of securities, in order to be
registered and, therefore acknowledge by the Company.

     To modify this item (s) of clause Seventeen of the by-laws, the prior
written authorization of the National Banking and Securities Commission will be
required.

     (t) In general, to carry out all necessary or convenient acts to comply
with the corporate purpose of the company and which are not reserved to another
body in accordance with these by-laws or with the law.

     EIGHTEEN. In addition to the Board of Directors, the Company shall have an
intermediate administration body, which shall be an Executive Committee as well
as an Audit Committee, which shall be integrated and shall operate as follows:

A. EXECUTIVE COMMITTEE.

                  (i)      An Executive Committee of the Board of Directors is
                           formed by a minimum of five (5) and a maximum of
                           seven (7) regular members and if such be the case
                           their respective alternates is hereby created.
                           Members of the Executive Committee must be directors
                           and be appointed to hold such position by the general
                           ordinary shareholders meeting, by simple majority
                           vote, from among the regular and alternate directors
                           who had been appointed or designated at such meeting;

                  (ii)     Except for the provisions contained in this clause,
                           the Executive Committee shall be formed and operate
                           in accordance with the same rules applicable for the
                           operation of the Board of Directors and shall have
                           those authorities determined by the general ordinary
                           shareholders meeting so appointing it, exception made
                           of the authorities provided for in paragraphs (n),
                           (o) and (q) of clause Seventeen, which may only be
                           exercised by the Board of Directors of the Company;


                                       18
<PAGE>

                  (iii)    Members of the Executive Committee shall always
                           constitute themselves as a collegiate body, without
                           its authorities being delegated on individuals such
                           as directors, managers, advisors, delegates,
                           attorneys-in-fact or equivalent positions, provided,
                           however, that this limitation shall not be applicable
                           to the performance of specific acts by those persons
                           appointed therefore by the Executive Committee itself
                           when validly adopting a resolution;

                  (iv)     The Executive Committee must inform the Board of
                           Directors, at least three (3) calendar days before
                           the holding of any ordinary meeting of the Board
                           itself, of its activities and must inform the Board
                           itself, within the three (3) calendar days it is
                           aware thereof, of the facts or acts that may be
                           transcendental for the Company and that it in its
                           opinion so deserve; and

                  (v)      The examiner or examiners of the Company must be
                           called to every meeting of the Executive Committee
                           and must attend with the right to speak but not to
                           vote. The Executive Committee may appoint a secretary
                           who is not required to be a director of the Company.

B. AUDIT COMMITTEE.

     An Audit Committee is hereby established, which members will be appointed
by the general ordinary shareholders meeting. Members of the Audit Committee
must be regular members of the Board of Directors of the Company in the
understanding that the chairman and the majority of its members must be
independent members of the Board of Directors of the Company. The members of the
Committee shall remain in their office for one year unless they are substituted
by the Board of Directors but they will stay in such capacity until new members
are appointed to replace them; the members of the Committee might be reelected
and the Board of Directors will determine the compensation that they will
receive for their acting in such capacity.

     The Committee shall act as college organ. The Committee will not get
involved in management activities or such that are reserved either by law or by
these by-laws to the meetings of shareholders or the Board of Directors of the
Company. Its decision duties cannot be delegated to natural persons, but it can
appoint such persons to carry out specific acts related to its decisions.

     The meetings of the Committee will be called for the statutory auditor or
statutory auditors of the Company who will attend to this with voice but without
vote.

     The Committee will determine the schedule for its meetings and,
notwithstanding this, will be able to meet at any other time, upon summons from
any of its members or the statutory auditor. The calls for its meetings will be
signed by its president and its secretary or deputy secretary and will be
delivered at least five (5) calendar days before the day of the meeting at the
address that its members notify in writing, by telefax confirmed by express mail
return receipt, requested prepaid postage, or any other form that assures that
the addressee will receive it.


                                       19
<PAGE>

     A minute of every meeting of the Committee will be prepared, which will
contain the names of the persons present, their discussions, their voting and
the resolutions. Either the secretary or the deputy secretary of the Committee
will prepare such minutes. The Board of Directors must be notified of the
resolutions of the Committee.

     For the Committee's meetings to be valid, at least a majority of the
members of the Committee must be present in the understanding that, at least the
majority of the independent members of the Committee must be present The
Committee will decide by majority of votes.

     The Audit Committee will have, among other powers established in these
By-laws and in applicable law, the following duties to: (i) prepare an annual
report regarding its activities that will be presented to the Board of Directors
and such Board of Directors will present it to the shareholders meeting; (ii)
give an opinion with respect to transactions entered into by "Related Persons"
(as said term is defined below) with the Company and/or its subsidiaries; the
purchase or sale of ten percent (10%) or more of the assets of the Company
and/or its subsidiaries, the granting of guarantees for amounts exceeding thirty
percent (30%) of the assets of the Company and/or its subsidiaries, as well as
transactions different from the foregoing that represent more than one percent
(1%) of the assets of the Company and/or its subsidiaries; and (iii) approve any
additional non- audit services, if such be the case, to be rendered by the
accounting firm in which the external auditor works, and (iv) propose the hiring
of independent specialists in the cases that they deem convenient so that they
express their opinion with respect to the above mentioned transactions.

     In relation with the transactions to be carried out with Related Persons,
the members of the Committee must take into consideration the prices and
conditions existing in the market for the goods or services involved, so that
they are carried out, according to the members of the Committee, on an
arms'-length basis, as it made with third party's that are not Related Persons.
As to sales of commercial air time to Related Persons, the standard to be
applied by the Committee will be that of availability, to assure that the
relevant air time would not remain unused, even though its sale has to be
accomplished at less than market price.

     For purposes of these by-laws, "Related Persons" shall mean any person that
meets any of these characteristics: shareholders and partners of the Company,
persons that form part of the management of the Company with whom said persons
maintain patrimonial or, family links up to the second degree, the wife or
husband or concubine.

     NINETEEN. (a) The surveillance of the Company shall be vested in an
examiner or examiners and, if such be the case, to their respective alternate or
alternates. The examiner or examiners may be a shareholder or not but he/they
may not fall within any of the assumptions provided for in articles one hundred
and sixty-five (165) of the General Law of Commercial Companies.

     (b) The appointment of examiners shall be made at a general ordinary
shareholders meeting. The holders of shares with or without voting rights that
represent at least ten percent (10%) of the capital stock, shall be entitled to
appoint one examiner in the understanding that the appointment of such examiners
may only be revoked if the appointment of all the other examiners of the Company
are also revoked.


                                       20
<PAGE>

     (c) The examiner or examiners shall have the attributions and obligations
listed in article one hundred and sixty-six (166) of the General Law of
Commercial Companies as well as those entrusted to them by the shareholders who
appointed them.

     (d) The examiner or examiners shall remain in office for one year and may
be reelected provided that while a new examiner or examiners have not been
appointed and had accepted his/their position and granted the guarantee provided
for in these by-laws, the retiring examiner or examiners shall continue holding
office.

     (e) The general ordinary shareholders meeting shall determine the
remunerations to be received by the examiner or examiners.

     (f) Only in the event that it is so required by the general ordinary
shareholders meeting as guarantee of his management, the examiner or examiners
shall deposit at the treasury of the Company the amount in Mexican currency that
determine the shareholders meeting or shall constitute a bond in such amount
issued in favor of the Company by an authorized bonding institution when taking
office of his/their position. The deposit or bond may not be withdrawn but until
the management of the examiner or examiners has been approved by the general
ordinary shareholders meeting of the Company.

                                   TITLE EIGHT

                              SHAREHOLDERS MEETING

     TWENTY. The shareholders meeting is the supreme body of the Company and its
resolutions shall be binding for all shareholders even for those absent or
dissident.

     TWENTY-ONE. Shareholders meeting shall be ordinary, extraordinary and
special and each of them shall deal with the following matters:

     (a) Ordinary meetings shall meet to deal with any of the matters referred
to in articles one hundred and eighty (180) and one hundred and eighty-one (181)
of the General Law of Commercial Companies and all other matters contained in
the agenda and which in accordance with the law of these by-laws are not
expressly reserved to an extraordinary or special shareholders meeting.

     It must also be submitted to the consideration of the ordinary general
shareholders meeting, for each fiscal year, the maximum amount of resources that
the Company can use for the purchase of its own shares a report regarding the
behavior of the purchase and sale of its own shares, and another report of the
performance of the Audit Committee.

     (b) Extraordinary meetings shall be those held to deal with any of the
following matters:


                                       21
<PAGE>

                  1. Extension of the term of existence of the Company;

                  2.       Advanced dissolution of the Company;

                  3.       Increase or decrease in the fixed capital stock of
                           the company or increase in the variable capital stock
                           above the maximum authorized as well as increase of
                           the capital under the terms of article eighty-one
                           (81) of the Securities Market Law;

                  4.       Change of the corporate purpose of the Company;

                  5.       Change of the nationality of the Company;

                  6.       Transformation of the Company;

                  7.       Merger with another company or split of this Company;

                  8.       Issuance of preferred shares and common stock issued
                           for preferred shares called in;

                  9.       Redemption by the Company of its own shares and
                           issuance of common stock issued for preferred shares
                           called in;

                  10.      Issuance of bonds; and

                  11.      Any other amendment to the by-laws.

     (c) Those meetings held to deal with matters of the exclusive interest of a
special series of shares shall be special shareholders meetings. Also, those
meetings held by the shareholders holding shares of limited voting rights or
shares with restricted vote that the Company may issue, to deal with matters
that correspond to them according to these by-laws shall also be special
shareholders meetings. These meetings must be held at least once a year prior to
the holding of the annual general ordinary shareholders meeting.

     TWENTY-TWO. Shareholders meetings shall be subject to the following
rulings:

     (a) Save for the provisions otherwise contained herein, shareholders
meetings may be held when deemed convenient by the Board of Directors, through
its chairman, regular or alternate secretary, or at the request of the examiner
or examiners or of shareholders holding shares which, at least, represent ten
percent (10%) of the capital stock of the Company represented by voting shares,
including those of limited or restricted voting rights or by any shareholder in
the events provided for by article one hundred and eighty-five (185) of the
General Law of Commercial Companies.

     (b) General ordinary meetings must be held at least once every year within
the four months following the end of each fiscal year. From the date of
publication of the call for a shareholders meeting until the date fixed for the
meetings, the information and documents regarding the items of the agenda to be
discussed, must be available to the shareholders on business days and hours.


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<PAGE>

     (c) All shareholders meetings shall be held at the domicile of the Company,
except for an act of God or force majeure, but in any case within the national
territory.

     (d) The call for any meeting shall be made by the Board of Directors
through its chairman, regular or alternate secretary or the examiner or
examiners, or in accordance with the provisions of article one hundred and
sixty-eight (168), one hundred and eighty-four (184) and one hundred and
eighty-five (185) of the General Law of Commercial Companies.

     (e) The call shall be published in the Official Gazette of the Federation
which shall be considered the official newspaper of the domicile of the company
or in a newspaper having a wide circulation at the corporate domicile of the
Company, at least fifteen (15) calendar days in advance to the date of such
meeting.

     (f) The call shall contain, at least, the date, hour and place for the
meeting, as well as the agenda therefore and shall be signed by the chairman or
the regular or alternate secretary of the Board of Directors or by the examiner
or in the absence thereof, by a competent judge according to the provisions of
articles one hundred and sixty-eight (168), one hundred and eighty-four (184)
and one hundred and eighty-five (185) of the General Law of Commercial
Companies.

     (g) Any shareholders meeting may be held without the need of prior call if
shareholders holding or representing all the shares entitled to vote at such
meeting are present or represented at the time of voting or when it continues
from one held before in the events provided for in article one hundred and
ninety-nine (199) of the General Law of Commercial Companies.

     (h) Any shareholder may be represented at any shareholders meeting by the
person appointed in writing as attorney-in-fact. The persons that attend on
behalf of the shareholders in the meetings, shall evidence their capacity by
means of a simple proxy granted before two (2) witnesses or by means of a power
of attorney granted in the format prepared by the Company, that meet the
following requirements: (i) provide in a clear manner the name of the Company as
well as the respective agenda, without being able to include under the item of
general matters, those matters referred to in article one hundred and eighty one
(181) and one hundred and eighty two (182) of the General Law of Commercial
Companies; and (ii) contain space for the instructions that the grantor will
provide for the exercise of this power. The above mentioned formats will be
available to the shareholders or their representatives at the offices of the
Company on business days and hours, since the date of the publication of the
call for any type of meeting. The secretary of the Board of Directors of the
Company must verify compliance with the forgoing, and shall inform on that
regard to the meeting, of which reference shall be made in the respective
minutes.

     (i) Save in the event of a judicial order otherwise, the Company shall only
acknowledge as shareholders those individuals or corporations whose names are
written in the registry of shares or who evidence their capacity as shareholders
by complying with the provisions of article seventy-eight (78) of the Securities
Market Law. The registry of shares shall be considered closed three (3) calendar
days before the date fixed for the holding of the meeting even though the
meeting is adjourned for any reason.


                                       23
<PAGE>

     (j) General ordinary and extraordinary shareholders meetings shall be
presided over by the Chairman of the Board of Directors, assisted by the regular
or alternate secretary thereof and in the absence of any of them, those
directors appointed by the meeting by a simple majority vote shall act on their
behalf as chairman or secretary, as the case may be. Special shareholders
meetings shall be presided over by the shareholder or representative of the
shareholder appointed by a simple majority vote by the shareholders attending
such special meeting.

     (k) Before the meeting is convened, the person presiding over it shall
appoint from among the members thereof one or more tellers to count the shares
represented at the meeting, who shall verify and certify the capacity as
shareholder of the Company or as representative of the shareholder of the
attending parties and the number of votes each of them is entitled to cast.

     (l) At the request of shareholders with voting rights, including, shares
with limited or restricted voting rights representing ten percent (10%) of the
shares represented at the meeting, the meeting may be adjourned by three (3)
business days, without the need of a new call, regarding any matter that said
group of shareholders considers is not duly apprised of this right may be
exercised just one of the same matter.

     (m) For a general ordinary shareholders meeting held due to first call to
be legally convened, at least fifty percent (50%) of Series "A" shares must be
represented thereat. Regarding the second or ulterior call, the general ordinary
shareholders meeting shall be considered validly convened whichever the number
of Series "A" shares therein represented.

     (n) To consider that a general extraordinary shareholders meeting is duly
convened to deal with matters with respect to which holders of shares with
limited or restricted voting rights issued by the Company, are not entitled to
vote, held due to the first call, at least seventy-five percent (75%) of Series
"A" shares must be represented thereat. Regarding the second or ulterior call, a
general extraordinary shareholders meeting of the kind referred to in this
paragraph shall be considered legally convened if attended by at least fifty
percent (50%) of Series "A" shares.

     (o) For a general extraordinary shareholders meeting to be considered
legally convened to deal with matters with respect to which holders of Shares of
limited or restricted voting rights issued by the Company, shareholders are
entitled to vote, held due to first call, at least seventy-five percent of the
capital stock must be represented thereat. A general extraordinary shareholders
meeting of the kind referred to in this paragraph shall be considered legally
convened in second or ulterior call if attended by at least fifty percent (50%)
of the capital stock.

     (p) Once the existence of a quorum to hold the respective meeting has been
proven, the person presiding over it shall declare it legally convened and shall
submit to its consideration the items of the agenda.

     (q) All voting shall be by show of hands unless the attending members
representing at least the majority of all shares issued and outstanding resolve
that the vote be secret.


                                       24
<PAGE>

     (r) Shareholders are entitled to cast a vote for each share at any
ordinary, extraordinary or special shareholders meeting.

     (s) For the validity of the resolutions adopted at a general ordinary
shareholders meeting held due to first or ulterior call, the vote of at least
the majority of the shares represented at the meeting shall be required.

     (t) For the validity of the resolutions adopted at a general extraordinary
shareholders meeting held due to first or ulterior call, the vote of at least
fifty (50%) of the outstanding shares entitled to vote at the meeting in
question.

     (u) Special shareholders meetings shall be subject to the same attendance
and voting quorums required for the general extraordinary shareholders meetings.

     (v) The shareholders that represent at least the fifteen percent (15%) of
the capital stock, shall be entitled to exercise directly the judicial action of
civil liability against the members of the Board of Directors of the Company,
provided that the requirements established in article one hundred and sixty
three (163) of the General Law of Commercial Companies have been met. Such
judicial action may also be exercised with respect to the examiners and members
of the Audit Committee in accordance with said legal provision.

     (w) The holders of the shares with voting rights shares, including with
limited or restricted voting rights that represent at least twenty percent (20%)
of the capital stock shall be entitled to judicially oppose to the resolutions
of the shareholders general meetings, with respect to which they have voting
rights provided that the requirements of article two hundred and one (201) of
the General Law of Commercial Companies have been met, being also applicable the
provisions of article two hundred and two (202) of said Law.

     (x) The person acting as secretary shall draft minutes from each
shareholders meeting, which shall be contained in the respective minutes book
and which shall be signed, at least, by the chairman and the secretary in
office, as well as by the examiner if attending the meeting. Likewise, the
secretary of the meeting shall prepare a file containing:

                  (i) A copy of the newspapers where the call was published, if
                      any;

                  (ii)     The powers-of-attorney which had been submitted or a
                           summary thereof certified by the teller or tellers
                           together with the attendance list and the documents
                           evidencing the shareholding of the attendance;

                  (iii)    The reports, information and all other documents
                           submitted to the meeting; and

                  (iv)     A copy of the minutes of the meeting.

         (y) If for any reason a legally called meeting is not convened, or if
it is convened but the necessary quorum to take resolutions does not exist, this
fact and the reason therefore shall be evidenced in the minutes book forming a
file in accordance with section (x) above.


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<PAGE>

                                   TITLE NINE

                FISCAL YEAR, FINANCIAL STATEMENTS, ALLOCATION OF

                         LOSSES AND PROFITS AND RESERVES

     TWENTY-THREE. The fiscal year of the Company shall start on the first (1st)
day of January and shall end on the thirty-first (31st) day of December of each
year, exception made of the last fiscal year which shall start on the first day
of January of the respective year to the date on which this Company ceases its
existence for any reason.

     TWENTY-FOUR. An audited general balance sheet and profit and loss statement
shall be prepared at the end of each fiscal year containing all necessary
information to evidence the financial condition of the Company at the closing
date of the fiscal year just ended. The balance sheet and the documents referred
to in article one hundred and seventy-two (172) of the General Law of Commercial
Companies must be completed within the three (3) months following the end of
each fiscal year and must be made available to the shareholders within the term
established by article one hundred and seventy-three (173) of the General Law of
Commercial Companies and according to the provisions of these by-laws.

     TWENTY-FIVE. After setting aside the necessary amounts for the payment of
taxes, profit sharing, creation or increase of the legal reserve fund until it
reaches one fifth of the capital stock, if any, creation of the reserve to
repurchase shares or others that may be required, the profits obtained by the
Company in accordance with the approved financial statement shall be applied
according to the resolutions of a general ordinary shareholders meeting.

     TWENTY-SIX. Founders of the Company do not reserve any special
participation in the profits of the Company.

                                    TITLE TEN

                   DISSOLUTION AND LIQUIDATION OF THE COMPANY

     TWENTY-SEVEN. The Company shall be dissolved in the events listed in
article two hundred and twenty-nine (229) of the General Law of Commercial
Companies.

     TWENTY-EIGHT. The liquidation of the Company must be subject to the
provisions of Chapter Eleven (XI) of the General Law of Commercial Companies.
The extraordinary shareholders meeting resolving the dissolution of this Company
shall determine the number of liquidators and how they shall act.

     TWENTY-NINE. During the liquidation process of the Company, the liquidators
shall have the same authorities and obligations the Board of Directors of the
Company has during the normal term or existence of the Company.

     THIRTY. While the appointment of liquidators had not been registered in the
Public Registry Bureau and they had not taken office, the Board of Directors and
the officers of the Company shall continue in office, only for the purposes of
article two hundred and forty-two (242) of the General Law of Commercial
Companies, but they may not start new operations.


                                       26
<PAGE>

                                  TITLE ELEVEN

                   RESPONSIBILITIES OF CONTROLING SHAREHOLDERS

     THIRTY-ONE. In the event of cancellation of the registration of the shares
of the Company in the Securities Section at the National Registry of Securities
either by request of the Company itself or by resolution taken by the National
Banking and Securities Commission under the terms of the Securities Market Law,
prior to cancellation, the shareholders that hold the majority of the ordinary
shares or that are entitled to take the decisions in the general shareholders
meeting or to appoint the majority of the members of the Board of Directors of
the Company the ("Controlling Shareholders") shall be obliged to make a public
offer for the purchase of the shares.

     In the event that, after the public offer has been made and prior to the
cancellation of the registration of the shares at the National Registry of
Securities, the Controlling Shareholders that hold the control of the Company
are not able to acquire one hundred percent (100%) of the paid capital stock,
they shall place in trust for a minimum period of six (6) months the necessary
funds for the exclusive purpose to buy at the same price the shares of those
investors that did not attend to the offer. The terms and conditions of the
above mentioned trust, must be disclosed in the corresponding booklet.

     The public offer referred above at least must be at the higher price of
either the trade value (valor de cotizacion) in the Mexican Stock Exchange, in
accordance with the following paragraph, or the book value, pursuant to the last
quarterly report filed before the National Banking and Securities Commission and
the Mexican Stock Exchange before the offer, except when said value has been
modified pursuant to the criteria applicable to determining the relevant
information, in which case, the most recent financial information of the Company
shall be taken into account.

     The trade value in the Mexican Stock Exchange shall be the average price
for the trading volume that has been carried out during the last thirty (30)
days in which the shares of the issuer have been traded, prior to the date of
the offer, during a period that cannot exceed six (6) months. In the event that
the period in which the shares were traded is less than thirty (30) days, the
actual number of days in which the shares were traded will be taken into
account. If the shares are not traded within such period, the book value of the
shares will be used.

     In the event that the offer involves more than one series of shares, the
average mentioned in the preceding paragraph shall be determined for each series
of shares to be cancelled, taking as trading value for the purchase offer of all
series the higher average.

     The Board of Directors of the Company must provide its opinion supporting
the price of the public offer within the five (5) business days prior to the
date of the offer, taking into account the interests of the minority
shareholders, in compliance with the second paragraph of Article 16 of the
Securities Market Law and the opinion of the Audit Committee, which should be
disclosed in the event it is to the contrary. In case that, the Board has any
conflict of interest, it shall present an opinion issued by an independent
expert appointed by the Audit Committee which shall protect the rights of the
minority shareholders.


                                       27
<PAGE>

     In the event that eh Controlling Shareholders obtain the consent of
shareholders representing 95% of the capital stock of the Company by a
resolution adopted at a shareholders meeting, and the price offered for the
shares in accordance with this clause is less than 300,000 investment units, it
will not be necessary for the Controlling Shareholders to carry out a public
offer in the understanding that in order to request the cancellation, the
Company shall place in trust for a minimum of six (6) months an amount of funds
necessary to acquire the remaining shares at the same price of the offer and
must notify the cancellation and creation of the trust through "SEDI".

     This provision will also be applicable to the ordinary participation
certificates representing the share as well as to the certificates
representative of two or more shares of one or more series of shares of the
Company.

     The Controlling Shareholders may request authorization from the National
Banking and Securities Commission to use a different basis for the determination
of the price, provided that the consent of the Board of Directors is given along
with the prior favorable opinion of the Audit Committee containing the reasons
for establishing a different purchase price, together with the report of an
independent expert evidencing that the price is consistent with article 16 of
the Securities Market Law.

     In order to amend this clause, it will require the vote of at least ninety
five (95%) of the capital stock and the prior approval of the National Banking
and Securities Commission.



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