**Exhibit
        1.1**




**ENGLISH
        TRANSLATION**
 
 **OF
        THE
        AMENDED AND RESTATED BY-LAWS OF:**
 
 **GRUPO
        CASA
        SABA, S.A.B. DE C.V.**
 
 
 
 **NAME**
 
 FIRST.
        The name of
        the Company shall be “Grupo Casa Saba” which shall always be followed by the
        words “*Sociedad Anónima Bursátil de Capital Variable*”, or the
        abbreviation “S.A.B. de C.V.”
 
 **DOMICILE**
 
 SECOND.
        The
        domicile of the Company shall be Mexico City, Federal District. The Company
        shall be permitted to establish branches or agencies, or offices in any place
        of
        the Mexican Republic or abroad, or agree to contractual addresses, without
        such
        agreement being construed as a change of its corporate domicile.
 
 **TERM**
 
 THIRD.
        The term of
        the Company shall be indefinite.
 
 **CORPORATE
        PURPOSE**
 
 FOURTH.
        The
        company’s purpose is to:
  1.
              Promote,
                  incorporate, organize, exploit and participate in the capital stock
                  and
                  assets of all type of commercial or civil companies, associations
                  or
                  industrial, commercial, service or other concerns, both domestic
                  and
                  foreign, and participate in the management or liquidation
                  thereof.
  2.
              Manufacture,
                  produce, purchase, sell, process, distribute, export and import
                  all types
                  of products permitted by law and, generally, all types of domestic
                  or
                  foreign goods or merchandise, whether in the form of raw materials,
                  semi-finished or finished products and whether pre-assembled or
                  unassembled, and to trade them in any manner whatsoever either
                  for its
                  account or the account of others.
  3.
              Acquire,
                  transfer and, generally, negotiate with all types of shares of
                  stock,
                  partnership interests and
                  securities.
  4.
              Provide,
                  contract and receive all types of technical, consulting and advisory
                  services, and enter into contracts or agreements in connection
                  therewith.
  5.
              Enter
                  into
                  all types of agreements with the Federal Government or any local
                  governments or public or private entities, individuals or corporations,
                  whether domestic or foreign.
   1
   6.
              Issue,
                  subscribe, accept, endorse and guarantee credit instruments, securities
                  and other instruments permitted by
                  law.
  7.
              Acquire,
                  transfer, lease, sublease and permit the use, enjoyment, disposition
                  or,
                  generally, exploitation of all types of personal and real property,
                  including their parts or appurtenances or the rights in rem over
                  them.
  8.
              Provide
                  or
                  receive all types of technical and professional assistance and
                  services.
  9.
              Obtain
                  and
                  grant all types of loans, providing and receiving specific guaranties
                  thereof; issue debentures and notes; accept, draw, endorse or guarantee
                  all types of credit instruments and other documents evidencing
                  credit
                  rights, and grant all types of bonds or guaranties with regard
                  to the
                  obligations assumed or the instruments issued or accepted by third
                  parties.
  10.
              Register,
                  purchase, lease, assign, renew, evidence the use and dispose of
                  trademarks, patents, certificates of invention, trade names, industrial
                  designs, commercial advertisements, model registrations, copyrights,
                  inventions and processes and all other industrial and intellectual
                  property rights.
  11.
              Establish,
                  lease, operate and hold plants, factories, workshops, warehouses,
                  facilities, offices and agencies in Mexico or
                  abroad.
  12.
              Act
                  as
                  commission agent and mediator, and agree to serve as representative
                  of all
                  types of business concerns.
  13.
              Generally,
                  to
                  carry out all types of commercial transactions and enter into all
                  types of
                  contracts, agreements and transactions of any nature whatsoever,
                  in
                  accordance with the law and its
                  by-laws.
  **NATIONALITY**
 
 FIFTH.
        The Company
        is of Mexican nationality. Any foreign national that may now or hereafter
        acquire any interest or share in the Company’s equity, formally agrees with the
        Ministry of Foreign Affairs to be treated as a Mexican national in respect
        of
        such share and of the properties, rights, concessions, participations or
        interests held by the company or of the rights and obligations arising from
        any
        agreements to which the Company may be a party with Mexican authorities,
        and
        therefore not to invoke the protection of his government under the penalty,
        in
        case of violation of such agreement, to forfeit in favor of the Mexican
        government any shares acquired thereby.
 
 **CAPITAL
        STOCK AND SHARES**
 
 SIXTH.
        The capital
        stock is variable and shall have no limited. The minimum fixed capital not
        subject to withdrawal is the amount of $167,730,000.00 (ONE HUNDRED SIXTY
        SEVEN
        MILLION SEVEN HUNDRED THIRTY THOUSAND PESOS 00/100 MEXICAN CURRENCY).The
        minimum
        fixed capital not subject to withdrawal shall be represented by 265,149,080
        shares of common stock with no par value, issued in registered form, of the
        Company’s “Sole Series”.
   2
   The
        participation
        of foreign equity in the company shall in all cases be subject to the provisions
        of the applicable laws.
 
 **ISSUANCE
        OF
        SHARES FOR PUBLIC OFFERING**
  SEVENTH.
        The
        Company may issue non-subscribed shares of any class or series of its capital
        stock, which shall be maintained in the Company’s treasury for their delivery
        upon their subscription pursuant the Article 53 of the Securities Market
        Law.
 
 The
        right of first
        refusal referred to in Article 132 of the General Law of Mercantile Companies
        shall be required to be expressly waived during the extraordinary shareholders’
meeting held to approve the issuance of the non-subscribed shares.
 
 Subject
        to the
        prior express authorization of the National Banking and Securities Commission
        and other applicable disposals, the Company may issue shares without voting
        rights, or any other corporative limitation, and shares with restricted voting
        rights pursuant Articles 112 and 113 of the General Law of Mercantile
        Companies.
  The
        shares without
        voting rights shall not be taken into account for the quorum of the shareholders
        meetings, meanwhile the limited voting shares or registered shall only be
        taken
        into account for the meetings that the shareholders of such shares will be
        called for the purpose to exercise its voting rights.
 
 At
        the moment of
        the issued of the shares, without voting rights whether limited or registered,
        the shareholders meeting shall determined the rights of such shares. The
        shares
        issued according this paragraph, shall be part of a different series of the
        rest
        of shares representative of the capital stock of the Company.
 
 **RIGHTS
        OF
        SHAREHOLDERS**
  EIGHT.
        Within their
        respective classes and series, all shares entitle their holders to the same
        rights and impose on them the same obligations. Each voting share entitles
        its
        holder to cast one vote at any shareholders’ meeting.  The limited
        voting shares shall entitle their holders the right of vote exclusively for
        the
        issues and rights that shall entitle according to the bylaws.
  The
        shareholders,
        that single or jointly, entitle voting shares or whether limited or restricted
        voting shares, that represent at least five percent (5%) of the capital stock
        may directly exercise an action of civil responsibility against the members
        and
        secretary of the Border of Directors of the Company, according to Article
        38 of
        the Securities Market Law.
  The
        shareholders
        with voting shares, whether limited or restricted, that single or jointly
        represent at least ten percent (10%) of the capital stock may:
  a)
              Appoint
                  in
                  the general shareholders meeting one member of the Border of Directors
                  or
                  revoke such its appointment according to Article 50 of the Securities
                  Market Law.
   3
   b)
              Request
                  the
                  President of the Border of Directors or the President of the Audit
                  or
                  Corporate Practice Committee to give the notice to celebrate a
                  general
                  shareholders meeting, without being applicable the percentage established
                  in Article 184 of General Law of Mercantile
                  Companies.
  c)
              Request
                  to
                  postpone only once and by three natural days and without giving
                  any
                  notice, the voting in any issues that the shareholders considered
                  their
                  are lack informed, without being applicable the percentage established
                  in
                  Article 199 of General Law of Mercantile
                  Companies.
  The
        shareholder
        with voting rights, whether limited or registered, that single or jointly
        represent at least twenty percent (20%) of the capital stock, may judicially
        oppose to the resolutions of the general meetings, in terms of which they
        have
        voting rights, without being applicable the percentage established in the
        Article 201 of General Law of Mercantile Companies.
  **REPURCHASE
        OF SHARES**
 
 NINTH.
        The Company
        may repurchase its won shares or any securities representing such shares,
        without being subject to the prohibition contained in the first paragraph
        of
        Article 134 of the General Law of Mercantile Companies.
 
 The
        acquisition
        must be carried out pursuant the Article 56 of the Securities Market Law
        and the
        rest of the applicable provisions effective at the moment of the operation,
        including those issued by the National Banking and Securities
        Commission.
 
 The
        Company may
        repurchase its shares of stock through any stock exchange authorized in the
        terms of the Securities Market Law in which such shares are traded, at the
        prevailing market price thereof and pursuant the abovementioned Securities
        Market Law. The repurchase by the Company of its own shares shall be subject
        to
        the prior approval of the Board of Directors and shall be charged to the
        net
        equity as long as such shares belong to the own issuer or, in its case, to
        the
        capital stock in the event that it decides to convert them in treasury shares,
        in the assumption, that no resolution of shareholders meeting will be
        required.
 
 The
        general
        ordinary shareholders’ meeting shall determine, for each fiscal year, the amount
        of the capital stock that may be allocated to the repurchase of the Company’s
        shares or any securities representing such shares, pursuant to the Securities
        Market Law. The Board of Directors shall appoint the person or persons
        responsible of the repurchase and placement of the Company’s
        shares.
  As
        long as the
        shares belong to the Company, such shares may not be represented or voted
        in any
        kind of shareholders meeting, and may not exercise any corporate or economic
        rights of any kind.
  The
        company’s
        shares that belong to the Company or, in its case, the treasury shares, may
        be
        placed among the public, in the understanding, that the corresponding capital
        stock increase shall not require, for its placement, a resolution of
        shareholders meeting, or of the Board of Directors. The decrease and increase
        in
        the capital stock as a result of the repurchase and placement of the company’s
        shares shall not require of any resolution from the shareholders’ meeting or the
        Board of Directors.
   4
   **STOCK
        REGISTRY**
 
 TENTH.****The
        Company shall be required to maintain a stock registry in the terms of Articles
        128 and 129 of the General Law of Mercantile Companies, and in its case in
        terms
        of the Article 290 of the Securities Market Law and any other applicable
        provisions. The Registry Stock Book shall be kept by the Secretary of the
        Board
        of Directors, a securities depository institution, a credit institution or
        by
        who is designated by the Border of Directors.
 
 In
        the event that
        the representative share of the capital stock of the Company are listed in
        the
        securities market, will be enough to indicate such circumstance and that
        the
        institution for the deposit of securities, in which the shares or securities
        representing such shares are deposited, in that case, the Company shall
        recognized the shareholders to those who presents the certificates issued
        by the
        institution of the deposit of securities, pursuant the Article 290 of the
        Securities Market Law and other applicable provisions.
 
 The
        Registry Stock
        Book shall remained close since the date that the certificates are issued
        pursuant Article 290 of the Securities Market Law, until the next business
        day
        of the execution of the shareholders meeting.
 
 The
        Company shall
        only recognize as legitimate owners of its shares, those persons registered
        in
        the stock registry.
 
 **PROHIBITION
        OF ACQUISITION OF SHARES BY**
 **SUBSIDIARIES**
 
 ELEVENTH.
        The
        subsidiaries of the Company may not, directly or indirectly, participate
        in the
        capital stock of the Company or any other company to which the Company is
        a
        majority shareholders of the Company or shareholders in any percentage, except
        that subsidiaries may acquire shares of stock of the Company for distribution
        to
        their or the Company’s officers or employees pursuant to an stock option
        purchase plan in conformity,
 
 **CAPITAL
        INCREASES**
 
 TWELFTH.
        Except for
        any capital increase derived from the placement of repurchased shares as
        described in Clause Ninth above, the increase of the capital stock shall
        require
        a resolution of the ordinary or extraordinary shareholders’ meeting, as the case
        may be, in accordance to the General Law of Mercantile Companies subject
        to the
        rules set forth in the foregoing Clause.
  The
        increase of the
        minimum fixed portion shall require a resolution of the general extraordinary
        shareholders’ meeting and the corresponding amendment of these
        bylaws.
  The
        increase of the
        variable portion of the capital stock other than in connection with the
        placement of any shares of the company acquired pursuant to Clause Ninth
        of this
        bylaws, may be performed by means of a resolution of the general ordinary
        shareholders’ meeting, subject only to the formality that the relevant minutes
        shall be formalized by a notary public, provided that it shall not be necessary
        to register the relevant deed before the Public Registry of
        Commerce.
   5
   Upon
        the adoption
        of the relevant resolution, the shareholders’ meeting that approved the increase
        or any subsequent shareholders’ meeting, shall determine the terms and
        conditions pursuant to which such increase shall be effected.
  Any
        shares required
        to be delivered upon their subscription pursuant to the resolution of the
        shareholders’ meeting that approved the issuance of such shares, may be offered
        by the Board of Directors or the General Director or the special representative
        or representatives, in accordance with such authorities as shall have been
        vested thereon by the shareholders’ meeting, for their subscription and payment,
        subject in any event to the pre-emptive rights set forth in Clause Thirteenth
        of
        this bylaws.
  The
        increase of the
        capital stock may be through the capitalization of net worth’s accounts in terms
        of Article 116 of the General Law of Mercantile Companies, through cash payment
        or payment in kind or through the capitalization of liabilities or any other
        capitalization of net worth. In the event of any increase through the
        capitalization of net worth, all of the outstanding shares shall be entitled
        to
        receive a proportional amount of the shares issued in connection with such
        increase.
  Except
        for any
        increase in the capital stock derived from the placement of any shares
        repurchased by the Company pursuant to Clause Ninth of these bylaws, all
        increases in the capital stock shall be recorded in a registry stock book
        maintained to such effect by the Company or on behalf of the Company by the
        persons referred to in Clause Tenth of these bylaws.
  **PREEMPTIVE
        RIGHTS**
  THIRTEENTH.
        In the
        event of a capital increase through cash contributions, all the holders of
        shares duly paid and outstanding of the Company shall have a preemptive right
        to
        subscribe the shares issued or made outstanding in connection with such
        increase, in proportion to the number of shares held thereby as of the date
        of
        the relevant capital increase. Such right shall be exercised within the term
        determined by the shareholder meeting that approved the increase, provided
        that
        such term shall in no event be less than fifteen calendar days from the
        publication of a notice to such effect in the official gazette of the Company’s
        domicile or in one of the newspapers of greater circulation in such domicile.
        In
        the event of any capital increase as a result of capitalization of any equity
        accounts, all the shareholders shall have proportional rights and shall received
        the shares that the general shareholders meeting determined.
  The
        preemptive
        right set forth in this Clause shall not be granted to the shareholders with
        regard to any shares issued or maintained in the company’s treasury as a result
        of (i) a merger of the Company, (ii) the conversion of any debentures, and
        (iii)
        the placement of any shares repurchased pursuant the Article 56 of the
        Securities Market Law and Clause Ninth of these bylaws. In addition, in the
        event of a public offering pursuant to 53 of the Securities Market Law and
        Clause Seventh of these bylaws, all shareholders shall be required to expressly
        waive their preemptive rights and, upon the presence of a quorum at the relevant
        shareholders’ meeting, the resolutions shall be fully effective and shall be
        applicable to any absentees.
   6
   If
        upon the
        expiration of the term for the exercise of the pre-emptive rights granted
        to the
        shareholders pursuant to this Clause there are any remaining non-subscribed
        shares, such shares may be offered for their subscription and payment in
        the
        conditions and within the terms determined by the shareholders’ meeting that
        approved the capital increase or by the Board of Directors or the delegates
        appointed by the shareholders’ meeting for such purpose, provided that the price
        at which such shares are offered to third parties may not be less than the
        price
        at which such shares were offered for their subscription and payment to the
        Company’s shareholders.
  **CAPITAL
        DECREASES**
 
 FOURTEENTH.****Except
        for any decrease of the capital stock referred to in this clause or from
        the
        repurchase of the company’s shares pursuant to Article 56 of the Securities
        Market Law and Clause Nine of these by-laws, the capital stock may be decreased
        by resolution of the ordinary or extraordinary shareholders’ meeting, as the
        case may be.
 
 Any
        decrease in the
        minimum fixed portion not subject to withdrawal of the capital stock shall
        require a resolution of the general extraordinary shareholders’ meeting,
        together with the amendment of these bylaws, and shall be subject to the
        provisions of Article 9 of the General Law of Mercantile Companies.
 
 Except
        for any
        decrease in the variable portion of the capital stock resulting from the
        repurchase of the company’s shares pursuant to Article 56 of the Securities
        Market Law and Clause Nine of these bylaws, the variable portion of the capital
        stock shall require a resolution of the ordinary shareholders’ meeting, subject
        only to the formality that relevant minutes be formalized by a notary public,
        provided that it shall not be necessary to register the relevant deed before
        the
        Public Registry of Commerce.
 
 The
        capital stock
        may be decreased to absorb losses, effect reimbursements to the shareholders,
        release the shareholders from their payment obligations in respect of the
        unpaid
        portion of the subscription price of any shares or the repurchase of the
        company’s shares pursuant to Article 56 of the Securities Market Law and Clause
        Nine of these bylaws.
 
 Any
        decrease of the
        capital stock to absorb losses shall be allocated proportionately between
        the
        minimum fixed portion and the variable portion of the capital stock, without
        the
        need to cancel any shares given the no-par value nature thereof.
 
 In
        the event of a
        decrease of the capital stock to effect a reimbursement to the shareholders,
        such reimbursement shall be carried out on a pro-rata basis, provided that
        the
        reimbursement price shall not be less than the book value of the shares as
        reflected in the most recent income statement approved by the general ordinary
        shareholders’ meeting.
   7
 
 In
        other cases of
        capital stock reduction, the reduction of shares will be made according to
        the
        established in the corresponding shareholders’ meeting, by drawing before Public
        Notary, or by amortization of the shares of each shareholder, in a manner
        that
        the shareholders represent, after the capital stock reduction, the same
        percentages of shares, and if this were not possible, the percentage of shares
        that is most similar to the one they had before the reduction. Once made
        the
        designation of shares that are to be amortized, a notice will be published
        in
        the official gazette of the company’s domicile or in one of the newspapers with
        greater circulation in such domicile, indicating the system followed in the
        amortization of the shares, the number of amortized shares as well as the
        title
        numbers, that as a consequence will be cancelled or in its case, exchanged
        and
        the institution where the refund is deposited, which will not accrue interest
        from the date of its publication and will be under the disposition of the
        respective shareholders. If determined by the shareholders’ meeting, the shares
        of the variable portion will be amortized first, and if not sufficient to
        absorb
        the whole reduction, then the reduction will continue with the fixed part,
        in
        the proportion that is needed to complete the reduction, without passing
        the
        minimum established by law. The reduction of the Capital Stock made by any
        cause
        will be made proportionately.
  According
        with the
        established in the Securities Market Law, the shareholders of shares
        representative of the variable portion of the capital stock of the Society,
        or
        titles that represent them, will not have the right to retire, referred to,
        in
        article 220 of the General Law of Commercial Companies.
 
 Except
        for any
        decrease in the capital stock as a result of the repurchase of the company’s
        shares performed pursuant to the provisions container in Article 56 of the
        Securities Market Law and Clause Nine of these by-laws, all decreases in
        the
        capital stock shall be recorded in a registry maintained to such effect by
        the
        Company or on behalf of the Company by the people referred to in Clause Ten
        of
        these bylaws.
 
 **REDEMPTION
        OF SHARES WITH RETAINED EARNINGS**
 
 FIFTEENTH.
        The
        general extraordinary shareholders’ meeting may approve the redemption of shares
        with retained earnings without a decrease in the capital stock, subject to
        the
        provisions of Article 136 of the General Law of Mercantile Companies, provided
        that if such shares are traded in a stock exchange such redemption shall
        be
        carried out through the repurchase of shares in the relevant stock exchange
        at
        such price and in such other terms and conditions as the relevant shareholders’
meeting may determine, provided also that such shareholders’ meeting may
        delegate to the Board of Directors or to special delegates the authority
        to make
        such determination.
  The
        redemption
        shall be proportional among the shareholders, in order that after carried
        out
        the shareholders kept the percentage of the capital stock that they have
        before
        the redemption, in the event this was impossible, the percentage of the shares
        shall be similar to the one that they had before.
  The
        shares so
        redeemed shall be canceled and the corresponding stock certificates shall
        be
        cancelled.
  **CANCELLATION
        OF THE REGISTRATION BEFORE**
 **THE
        NATIONAL SECURITIES REGISTRY**
 
 SIXTEENTH.
        For the
        cancellation of the registration of the Company’s shares in the Section of the
        National Securities Registry may be resolved in an extraordinary shareholders’
meeting by the affirmative vote of ninety five percentage (95%) of the
        shareholders with voting or limited rights of the capital stock. Also the
        cancellation may be requested as a consequence of a resolution of the National
        Banking and Securities Commission in terms of Article 108 of the Securities
        Market Law. The cancellation shall be subject to the provisions o the Securities
        Market Law.
   8
 
 To
        amend this
        Clause, shall be resolved in an extraordinary meeting by the affirmative
        vote of
        ninety five (95%) of the capital stock.
 
 **STOCK
        CERTIFICATES**
  SEVENTEENTH.
        The
        definitive or provisional certificates representing the shares of stock shall
        be
        issued in registered form, may represent one or more shares, shall satisfy
        the
        requirements set forth in Article 111, 125 and all the relatives of the General
        Law of Mercantile Companies, shall include a transcription of Clause Fifth
        of
        these bylaws and shall be signed by two members of the Board of
        Directors.
  The
        signatures of
        such members of the Border of Directors may be imprinted manually or by
        facsimile, subject to the requirement, in the latter event, that the original
        of
        such signatures is deposited with the Public Registry of Commerce of the
        Company’s domicile. The definitive stock certificates may include such
        registered, numbered coupons as the Board of Directors may
        determine.
  **SHAREHOLDERS’
        MEETINGS**
  EIGHTEENTH.
        The
        general shareholders’ meeting is the highest authority of the Company.
        Shareholders’ meetings may be ordinary and extraordinary.
  Extraordinary
        meetings are those held to discuss any of the matters set forth in Article
        182
        of the General Law of Mercantile Companies, such as any other held to discuss
        any of the following matters:
  1.
              Capital
                  increase in terms of Article 53 of the Securities Market
                  Law;
  2.
              Spin
                  off the
                  Company;
  3.
              The
                  cancellation of the registration of the representative shares of
                  the
                  capital stock o the redemption of the shares with retained earnings
                  (with
                  the special quorum referred in these
                  bylaws);
  4.
              Redemption
                  of
                  part of the representative shares of the capital stock of the Company
                  with
                  retained earnings and issued of participating shares or limited
                  voting
                  shares, or preferred shares or any other shares different to the
                  ordinary
                  shares.
  All
        others shall be
        ordinary shareholders’ meetings.
  Pursuant
        with
        Article 178 of the General Law of Mercantile Companies, the resolutions taken
        out of meeting (ordinary or extraordinary) by the unanimous vote of the
        shareholders that represent the entirety of the outstanding shares and with
        voting right regarding the specific matter, shall have the same validity
        for all
        legal effects as if they had been taken in a general shareholders meeting
        duly
        called, as long as such resolutions are confirmed in writing by each
        shareholder.
   9
  **NOTICES**
 
 NINETEENTH.
        The
        notice of a shareholders’ meeting shall be given by the Board of Directors by
        its President, Secretary or Alternate Secretary or by the Audit Committee
        or the
        Corporate Practices Committee, by means of their correspondent Chairman.
        Any
        shareholder(s) with voting rights, whether limited or restricted, individually
        or jointly, representing at least 10% of the capital stock shall have the
        right
        at any time to request in writing to call upon a general shareholder meeting
        pursuant to Article 50 of the Securities Market Law.
 
 Any
        holder of one
        share of common stock shall have the same right in any of the events set
        forth
        in Article 185 of the General Law of Mercantile Companies. If the relevant
        notice is not given within fifteen natural days following the date of the
        request, such notice shall be given upon the request of any interested party
        by
        a Civil or District Judge  having jurisdiction over the company’s
        domicile, provided that such interested party shall be required to submit
        his/her shares for such purpose.
 
 The
        notice of a
        meeting has to contain at least, the date, time and place of the meeting,
        as
        well as the clear and specific Agenda. The notice may be signed by the Chairman,
        the Secretary or the Alternate Secretary of the Board of Directors, or by
        the
        Chairman of the****Audit Committee or the Chairman of the
        Corporate Practices Committee, or in their absence, by a competent judge
        pursuant Article 185 of the Law of Mercantile Companies.
 
 All
        notices for
        general ordinary shareholders’ meetings shall be published in the official
        gazette of the company’s domicile or in one of the newspapers with greater
        circulation in such domicile, at least fifteen natural days prior to the
        date of
        the meeting; all notices of general extraordinary shareholders’ meetings shall
        be published in any such newspapers at least eight days prior to the date
        of the
        meeting. All notices shall include, in the understood that if given by the
        Board
        of Directors the signature of the Secretary or Alternate Secretary shall
        suffice.
 
 The
        information and
        documents related with each of the matters established in the agenda shall
        be
        available for the shareholders, in immediate and gratuitous form, since the
        moment in which the call for the shareholders meeting is published.
 
 **REGISTRATION
        AND ATTENDANCE CARDS**
 **FOR
        SHAREHOLDERS’ MEETINGS**
 
 TWENTIETH.
        The
        shareholders will be accepted into the shareholders’ meeting, if they appear as
        owners of one or more shares in the Company Shareholder’s Registry Book, and;
        also, the persons who present the constancies issued by the institution acting
        as securities depository institution, in terms of article 290 of the Securities
        Market Law, confirmed in the depositor’s list, issued by the same
        institution.
 
 The
        Shareholder’s
        Registry Book will remain closed as of the date on which the constancies
        are
        issued, according with Article 290 of the Securities Market Law, until the
        next
        working day on which the assembly is carried out.
   10
   In
        order to attend
        a shareholders’ meeting, the shareholders shall be required to submit a
        registration card, which shall only be issued upon request made by any person
        registered as a holder of shares not later than 48 hours prior to the time
        set
        for the meeting, together with the evidence of the deposit, with the Company’s
        Secretary, of their stock certificates or the deposit certificates issued
        in
        respect of such stock certificates by a securities depository institution,
        including the lists of holders of shares issued by those depositors that
        maintain accounts with the relevant securities depositary institution, or
        by a
        domestic or foreign credit institution. The shares deposited to enable their
        holders to attend a shareholders’ meeting shall not be returned until after the
        adjournment of such meeting, upon the delivery of the receipt thereof issued
        in
        favor of the holder.
 
 **PROXIES**
 
 TWENTY
        FIRST. The
        shareholders may be represented at the shareholders’ meetings by such person or
        persons as may designate through a proxy signed before two witnesses, or
        by
        attorneys-in-fact with sufficient general or special powers pursuant to the
        applicable laws or through power of attorney granted in formats made by the
        Company, that comply with the following requirements:
 
 1.
              The
                  clear
                  establishment of the name of the Company, as well as the respective
                  agenda, without including the paragraphs to which it refers the
                  Articles
                  181 and 182 of the General Law of Commercial Companies under the
                  title of
                  general matters, and
 
 2.
              To
                  leave a
                  blank for the corresponding instructions that the grantor establishes
                  for
                  the exercise of its power of
                  attorney.
 
 The
        formats of the
        powers of attorney shall be made available by the Company to the brokers
        of the
        securities market that evidence to be the representatives of the Company’s
        shareholders’, representatives, the formats of the powers of attorney, during
        the term of fifteen natural days prior to the celebration of each shareholders’
meeting, in order for them to promptly deliver this formats to their
        grantors.
 
 The
        Secretary of
        the Board of Directors of the Company shall be bound to check the compliance
        of
        the established in this clause and inform about this matter to the meeting
        that
        shall be reflected in the respective minute.
 
 The
        members of the
        Board of Directors may not represent any holder of shares at a shareholders’
meeting.
 
 **MINUTES**
 
 TWENTY
        SECOND. The
        minutes of all shareholders’ meetings shall be prepared by the Secretary,
        recorded in the relevant book and signed by the person who has been designated
        as Chairman and the Secretary by the corresponding shareholder
        meeting.
  **CHAIRMAN
        AND SECRETARY OF THE MEETING**
  TWENTY
        THIRD. The
        Chairman of the Board of Directors or, in his absence, the person designated
        by
        majority of votes of the attending shareholders, shall act as Chairman of
        the
        meeting.
   11
   The
        Secretary of
        the Board of Directors or, in his absence, the Alternate Secretary or the
        person
        designated by majority of votes of the attending shareholders, shall act
        as
        Secretary of the meeting. The Chairman shall appoint tellers of inspection
        from
        among the attending shareholders, legal representatives or guests, whom shall
        count the number of shares represented, determine the existence of a quorum
        and,
        upon the Chairman’s request, count the ballots.
  **ANNUAL
        MEETINGS**
 
 TWENTY
        FOURTH. The
        general ordinary shareholders’ meeting shall be held at least once a year during
        the 4 (four) months following the end of each fiscal year.
 
 In
        addition to the
        matters specified in the relevant agenda, such meeting shall consider the
        following matters:
 
 1.
              Discussion,
                  approbation or modification and resolution with respect to, the
                  report of
                  Chief Executive Officer of the Company, pursuant Article 44 section
                  XI of
                  the Securities Market Law, such report shall be accompanied by
                  the
                  external audit report  and the opinion of the Board of Directors
                  in connection with the Chief Executive Officer’s
                  report.
 
 2.
              Discussion,
                  approbation or modification and resolution with respect to, the
                  report of
                  the Board of Directors containing the explanation of the principal
                  policies and accounting criteria in order to prepare the finance
                  information, pursuant to Article 172 section b) of the General
                  Law of
                  Mercantile Companies; such as the report of the principal activities
                  in
                  which the Board participate pursuant to Article 28, section IV,
                  part c) of
                  the Securities Market Law.
 
 3.
              Discussion,
                  approbation or modification and resolution with respect to, the
                  reports of
                  the Chairman of the Audit Committee and the Chairman of
                  the  Corporate Governance Committee, or any other committee if
                  the case.
 
 4.
              Proposal,
                  and
                  in its case approval of the allocation of profits, in its
                  case.
 
 5.
              Appointment
                  and/or ratification of the members of the Board of Directors, and
                  in its
                  case alternate directors, and qualify the independence of the
                  directors.
 
 6.
              Appointment
                  and/or ratification of the Chairman of the Board of Directors,
                  the Chief
                  Executive Officer of the Company, the Secretary, the Alternate
                  Secretary
                  and the establishment of their
                  remuneration.
 
 7.
              Appointment
                  and/or ratification of the members of the Executive Committee,
                  and the
                  Chairman of the Audit Committee and Corporate Governance
                  Committee.
 
 8.
              Appoint
                  of
                  the maximum of the resources that shall be repurchase of the outstanding
                  shares of the Company,  with the only restriction that the total
                  of the resources of a fiscal year, under any circumstances shall
                  not
                  exceed the total amount of the net profits of the Company, including
                  the
                  withhold ones.
   12
 
 Extraordinary
        meetings may be held whenever called to consider any matter requiring its
        approval.
 
 **QUORUM
        FOR
        ORDINARY**
 **SHAREHOLDERS’
        MEETINGS**
  TWENTY
        FIFTH. The
        quorum for an ordinary shareholders’ meeting to be validly convened upon first
        notice shall be at least fifty percent (50%) of the voting shares of stock,
        and
        its resolutions shall be valid if adopted by majority of votes of the shares
        represented thereat. Ordinary shareholders’ meetings held upon second or
        subsequent notice shall be validly convened regardless of the number of voting
        shares of stock represented thereat, and its resolutions shall be valid if
        adopted by majority of votes of the shares of stock entitled to vote represented
        thereat.
 
 **QUORUM
        FOR
        EXTRAORDINARY**
 **SHAREHOLDERS’
        MEETINGS**
 
 TWENTY
        SIXTH. The
        quorum for an extraordinary shareholders’ meeting to be validly convened upon
        first notice shall be at least seventy-five percent (75%) of the voting shares
        of stock, and its resolutions shall be valid if adopted by the affirmative
        vote
        of the holders of shares representing at least fifty percent (50%) of the
        voting
        shares of stock. Extraordinary shareholders’ meetings held upon second or
        subsequent notice shall be validly convened with the presence of at least
        fifty
        percent (50%) of the voting shares of stock, and its resolutions shall be
        valid
        if adopted by the affirmative vote of the holders of shares representing
        at
        least fifty percent (50%) of the shares of stock entitled to vote
        thereat.
 
 **MANAGEMENT
        OF THE COMPANY**
 
 TWENTY
        SEVENTH. The
        direction and management of the business and the assets of the Company shall
        be
        entrusted to a Board of Directors and a General Chief Officer.
 
 The
        Board of
        Directors will be formed by the number of members determined by the general
        ordinary shareholders’ meeting called to elect them and at any time it will be
        conformed by less that five or more than twenty one members of the Board
        of
        Directors, from which at least 25% (twenty five percent) must be independent
        pursuant to the Securities Market Law. There will be an alternate director
        for
        each director, with the understanding that the alternate directors of the
        independent directors will keep their status.
 
 The
        appointment or
        election of the members of the Board of Directors shall be carried out during
        an
        ordinary shareholders’ meeting.
 
 The
        shareholders,
        who own stock voting right, even limited or restricted, individual or jointly
        that represents at least 10% (ten percent) of the capital stock, shall be
        entitled to appoint and revoke a member director and his alternate, in terms
        of
        Article 50****of the Securities Market Law.
 
 Upon
        such
        appointment, the remaining members of the Board of Directors shall be appointed
        by simple majority of votes, excluding the votes of the minority shareholders
        who made the above mentioned appointments.
   13
 
 The
        appointment of
        the board members or statutory auditors appointed by the shareholders
        established in the paragraphs above may only be revoked when the other
        appointments are revoked.
 
 **MEMBERS
        OF
        THE BOARD OF DIRECTORS**
 
 TWENTY
        EIGHT. The
        members of the Board of Directors may or may not be shareholders,
        notwithstanding, at least the twenty five percent (25%) shall be independents.
        It shall be understood, that the people that meet the requirements established
        in Article 26 of the Securities Market Law, shall be considered as independent
        members.
 
 The
        members of the
        Board of Directors will remain a year in their charges, unless a different
        term
        is pointed out at the moment of its appointment, and if at the end of such
        term,
        or from the moment of their resignation on, the replacement has not been
        assigned or if it has not taken place, they will continue to occupy their
        charges for up to 30 natural days, without being subject to the stated in
        Article 154 of the General Law of Mercantile Companies.
 
 If
        the term to
        designate the directors is over, the director resigns or if something
        established in Article 155 of the General Law of Mercantile Companies happens,
        the Board of Directors may designate provisional directors without the
        intervention of the shareholders’ meeting. The Shareholders’ meeting will ratify
        these assignments or will appoint the substitute directors in the following
        meeting.
 
 **OFFICES
        WITHIN THE BOARD OF DIRECTORS**
 
 TWENTY
        NINTH.
        Unless otherwise expressly determined by the shareholders’ meeting, the Board of
        Directors, during its first meeting immediately following the shareholders’
meeting held, shall appoint from among its members a Chairman and as the
        case
        may be, an Alternate Chairman. In addition, the Board of Directors shall
        appoint
        the Secretary and the Alternate Secretary, and their alternates, whose cannot
        be
        members of the Board of Directors and will appoint the persons that will
        hold
        any other office that may be created for the better performance of its duties.
        The alternates shall cover any temporary or permanent absences in the Board
        of
        Directors.
 
 The
        Chairman of the
        Board of Directors shall preside over the shareholders’ meetings and the
        meetings of the Board of Directors, and in his absence such meetings shall
        be
        presided over by the director designated by a majority of votes of the remaining
        attendants; the Chairman shall execute and enforce the resolutions of the
        shareholders’ meeting and the Board of Directors without the need for any
        special resolution whatsoever.
 
 The
        members of the
        Board of Directors shall be responsible for the resolutions adopted in
        connection with the part 16 of the Twentieth Second Clause of these bylaws,
        except for the matter establish in Article 159 of the General Law of Mercantile
        Companies.
 
 The
        copies or the
        other evidence of the minutes of the entries recorded in the company’s non
        accounting book and records that are not of an accounting nature and, generally,
        of any document container in the company’s files, may be authorized and
        certified by the Secretary or by the Alternate Secretary , who shall be
        considered as a permanent delegate to appear before the notary public of
        his
        choice in order to formalize the minutes of the meetings of the Board of
        Directors and shareholders’ meetings, and to grant the powers of attorney
        approved by the Board of Directors or Social Practices Committee referred
        to in
        Clause Thirty Two of these bylaws, and shall issue restatements and
        certifications in respect thereof and of the appointments, signatures and
        authorities of the company’s officers.
  
 14
   The
        Board of
        Directors shall be held at least once a year during each fiscal
        year.
 
 **QUORUM
        FOR
        BOARD MEETINGS**
 
 THIRTIETH.
        The
        Board of Directors shall meet at least once every three months. The quorum
        for a
        meeting of the Board of Directors to be validly convened shall be the majority
        of its members, and its resolutions shall be valid if adopted by majority
        of
        votes of the members present, provided that in the event of a tie the Chairman
        of the Board shall have the deciding vote.
 
 The
        manner in which
        the voting rights appertaining to the shares of stock issued by any company
        in
        which this company holds the majority of the shares of stock, shall be subject
        to a resolution of the Board of Directors or the ordinary shareholders’ meeting.
        Such authority shall be vested exclusively on the Board of Directors or the
        ordinary shareholders’ meeting.
 
 The
        meetings of the
        Board shall be held in the Company’s domicile or in such other place as the
        Board of Directors may deem convenient.
 
 Notices
        of the
        meetings of the Board of Directors shall be sent to the members of the Board
        of
        Directors by mail, facsimile, telegram or courier, at least five natural
        days
        prior to the date of each meeting.
 
 The
        Chairman of the
        Board of Directors, the Chairman of the Audit Committee, the Chairman of
        the
        Corporate Practices Committee, as well as the 25% (twenty five percent) of
        the
        board members of the Company, may call upon a meeting of the board and address
        in the corresponding Agenda the relevant topics.
 
 The
        resolutions
        adopted by unanimous consent of the members of the Board of Directors without
        a
        meeting thereof, shall for all legal purposes have the same validity as if
        adopted at a meeting, provided they are confirmed in writing by all the members
        in accordance with the terms of Article 143 of the General Law of Mercantile
        Companies.
 
 The
        minutes of the
        meetings of the Board of Directors shall be authorized by the Chairman and
        the
        Secretary of the meeting and shall be recorded in a book maintained to such
        effect by the Company.
   15
 
 **FACULTIES
        OF THE BOARD OF DIRECTORS**
 
 THIRTY
        FIRST. The
        Board of Directors is the legal representative of the Company and, in accordance
        with this; they may comply with all the necessary operations to carry out
        the
        corporate purpose of the Company and those that are not reserved to another
        entity pursuant to these bylaws or the Law. Including but not limited to,
        the
        Board of Directors of the Company that will exercise the following
        faculties:
 
 1.
              Approve
                  operations in which parts are related pursuant to section III of
                  Article
                  28 of the Securities Market Law.
 
 2.
              Power
                  of
                  attorney for lawsuits and collections, including all general and
                  those
                  special powers required to be expressly provided for in accordance
                  with
                  the law; accordingly pursuant to first paragraph of Article 2554
                  of
                  Federal District Civil Code and the equivalent articles of the
                  civil codes
                  for all the other states of the Mexican Republic and the Federal
                  Civil
                  Code. Including without limitation to desist the actions even through
                  the
                  Amparo Trial; to settle, submit to arbitration, articulate and
                  absolve
                  positions; assign assets; to challenge judges; receive payments;
                  and
                  execute all the acts pursuant to the law, including the representation
                  of
                  the Company before administrative and judicial authorities, criminal
                  or
                  civil or of any other nature, with the authority to file criminal
                  accusations or complaints, grant forgiveness, assist district attorneys
                  in
                  criminal procedures, and represent the Company before labor authorities
                  and courts and before the Ministry of Foreign Affairs to execute
                  agreements with the Federal Government, pursuant to subsections IV
                  and VI of Article 27 of the Federal Constitution, its organic law
                  and its
                  regulations.
 
 3.
              Power
                  of
                  attorney for administrative matters pursuant to the second paragraph
                  of
                  Article 2554 of the Federal Civil Code and the equivalent articles
                  of the
                  civil codes for all the other states of the Mexican Republic and
                  the
                  Federal District.
 
 4.
              Authority
                  to
                  approve the acquisition or transfer of shares representing the
                  capital
                  stock of other companies, subject to the prior consent of the general
                  ordinary shareholders’ meeting if:
 
 a.
              When
                  the cost
                  of acquisition of stock or equity parts of another company, by
                  virtue of
                  one or more simultaneous or successive acquisitions, exceeds of
                  twenty
                  percent (20%) of the estimated value of the net worth of the company,
                  according to the last financial statements of the company. The
                  approval of
                  the general stockholder’s meeting will not be required in case of
                  acquisition of stock or equity parts of other
                  company   whose purpose or principal activity is similar to
                  the Company’s purposes or activities
                  and,
 
 b.
              When
                  the
                  value of the stock transfer or social parts of other companies
                  by means of
                  one or several simultaneous or consecutive transfers exceed the
                  twenty
                  percent (20%) of the value of the shareholders’ equity of the Company, in
                  accordance with the last financial statement of the Company. The
                  approval
                  of the general shareholders’ meeting will be needed if there is a transfer
                  of actions or social parts if the transfer means by one or several
                  simultaneous or consecutive transfers the loss of the control of
                  the
                  Company when its activities coincide with the commercial activities
                  or
                  services of the Company.
   16
 
 When
                  the
                  purchase or sell of stocks or social parts of other company where
                  the
                  Company is a shareholder takes place from or to an enterprise in
                  which the
                  Company owns more than the fifty one percent (51%) of its capital
                  or by
                  any other way that it might control it, the established in numerals
                  a) and
                  b) of this third point will not be
                  applied.
 
 5.
              Power
                  of
                  attorney for acts of domain pursuant to the third paragraph of
                  Article
                  2554 of the Federal Civil Code and the equivalent articles of the
                  civil
                  codes for all the other states of the Mexican Republic and the
                  Federal
                  District.
 
 6.
              Power
                  of
                  attorney to sign, endorse, subscribe and negotiate in any way credit
                  instruments under the name of the Company and its subsidiaries,
                  pursuant
                  to Article 9 of the General Law on Negotiable Instruments and Credit
                  and
                  to point out the persons with the faculties to carry out such
                  acts.
 
 7.
              Power
                  of
                  attorney to open and cancel bank accounts under the Company’s name, as
                  well as to withdraw funds therefore and designate any authorized
                  signatories.
 
 8.
              Authority
                  to
                  call any ordinary, extraordinary or special shareholders’ meeting in all
                  the cases established in this by-laws or at any time they consider
                  it
                  necessary, and to appoint the date and time and enforce the resolutions
                  adopted thereby.
 
 9.
              Authority
                  to
                  establish internal working rules.
 
 10.
              Power
                  of
                  attorney to appoint and remove the external auditors of the
                  Company.
 
 11.
              Authority
                  to
                  establish branches and agencies of the Company in any of the Mexican
                  Republic or abroad.
 
 12.
              Authority
                  to
                  determine the votes corresponding to the representative stocks
                  of the
                  capital stock of the companies where the Company is a majority
                  holder at
                  the extraordinary and ordinary general
                  assembly.
 
 13.
              Authority
                  to
                  grant general and special powers of attorney, delegate any of the
                  powers
                  and authorities set forth above that is not expressly reserved
                  to the
                  Board of Directors pursuant to the law or these by-laws, subject
                  to its
                  right to directly exercise at any time such powers, and revoke
                  any powers
                  of attorney granted thereby.
 
 14.
              Authority
                  to
                  carry out any acts permitted by these bylaws or associated
                  therewith.
 
 15.
              Authority
                  to
                  approve the repurchase of shares representing the Company’s capital
                  through any applicable stock exchange pursuant to Article Nine
                  hereof.
 
 16.
              Authority
                  to
                  create any special committees as it may deem necessary for the
                  Company’s
                  operations, and determine the powers and duties of any such committee,
                  the
                  number of its members and the manner to appoint them; provided,
                  that such
                  committees will not have any of the powers expressly reserved to
                  the
                  general shareholders’ meeting or the Board of Directors pursuant to the
                  law or these bylaws.
   17
  
 **BOARD
        MEMBERS RESPONSIBILITIES**
 
 THIRTY
        SECOND. The
        Board Members, the Secretary and the Alternate Secretary, according to the
        applicable legislation, will follow the following dispositions:
 
 1.
              They
                  will act
                  according with the diligence principle, in terms of the Securities
                  Market
                  Law.
 
 2.
              They
                  will act
                  according with the loyalty principle, in terms of the Securities
                  Market
                  Law.
 
 The
        responsibilities derived from a violation to the diligence or the loyalty
        principles, will be exclusively in favor of the Company or its subsidiaries,
        and
        will be exercised by the Company or the shareholders that, separately or
        jointly, have the ownership of the shares, in common or with limited voting
        right, restricted or without voting rights, that represent the 5% (five per
        cent) or more of the capital stock, in terms with the Securities Market
        Law.
  The
        Board Members
        will not be held responsible for the damages or lost profits caused to the
        Company or its subsidiaries, when such board member acted with good intentions
        or when facing an exception of responsibility, in terms of the Securities
        Market
        Law.
 
 **INTERMEDIARY
        ADMINISTRATION ENTITIES**
 
 THIRTY
        THIRD. The
        Board of Directors, by means of the Corporate Practices Committee and an
        Audit
        Committee, as well as by the legal entity that carries out the external audit
        Of
        the Company will be in charged of the endeavor vigilance, the conduction
        and the
        execution of the Company’s business and of the legal entities controlled by the
        Company.
 
 The
        Company will
        have a Corporate Practices Committee and an Audit Committee pursuant to the
        Securities Market Law and other applicable laws.
 
 Each
        committee will
        be formed by at least three members, from which all of them or the majority
        will
        be independent, in terms of the Securities Market Law.
 
 In
        order to
        validate the meetings of each committee, the assistance of at least the majority
        of their members will be required. The resolutions of each committee must
        be
        approved by the majority of its members.
 
 A.           The
        Corporate Practices Committee and the Audit Committee will gather with the
        necessary periodicity for the fulfillment of their functions, by request
        of any
        of its members, the Board of Directors, their Chairman or the shareholders’
assembly.
 
 The
        Corporate
        Practices Committee will have the authority to carry out any acts permitted
        by
        the Securities Market Law and the regulations issued by the National Banking
        and
        Securities Commission, and other applicable laws, as well as the ones determined
        by the shareholders’ meeting. They will also carry out all the acts in
        accordance with the report they have to present pursuant to the Securities
        Market Law.
   18
  
 The
        Corporate
        Practices Committee may use the help of one or more sub-committees. The
        integration rules, functioning, faculties and obligations of the sub-committees
        will be determined by the Corporate Practices Committee and/or the Board
        of
        Directors as it may correspond.
 
 B.           The
        Audit Committee will have the functions pursuant to the Securities Market
        Law,
        the general dispositions established by the National Banking and Securities
        Commission, and other applicable legal dispositions, as well as the ones
        determined by the assembly. They will also have to give a report pursuant
        to the
        Securities Market Law.
 
 The
        Audit Committee
        shall have, among others, the following functions:
  1.
              Elaborate
                  an
                  annual report regarding its activities and present it to the Board
                  of
                  Administrators.
 
 2.
              Give
                  its
                  opinion about the transactions made with the persons described
                  in Article
                  31 section 1) of these By-Laws.
 
 3.
              Propose
                  the
                  hiring of independent specialists in case it considers convenient,
                  so they
                  may express their opinion about the transactions with related parties
                  referred in the previous section 1.
  The
        members of the
        Board of Administrators and, in its case, the members of each committee,
        that in
        any transaction should have an interest opposed to the Company's interest,
        shall
        declare this conflict of interest to the rest of the Administrators or members
        of each committee, and shall abstain themselves from any decision or resolutions
        on the matter.
  The
        Audit Committee
        shall meet when it is summoned by the Secretary or the Alternate Secretary,
        by
        request of the President, or any two other of its members, with al least
        5 days
        in advance. The Summon must be sent by mail, telegram, telefax, currier or
        any
        other mean that guarantees that the members of such committee will receive
        it
        with al least 5 days in advance to the date of the session.  The
        Summon may be signed by the Secretary or the Alternate Secretary of the
        Company's Board of Administrators.
  C.           The
        Company may have an Executive Committee formed by owner or substitute members
        of
        the Company's Board of Administrators, which, as the same as the President
        of
        such Executive Committee, shall be designated by the ordinary shareholder's
        agreement meeting, which will form an joint organ of the Board.  The
        members of the Executive Committee will last a year in its position, unless
        they
        shall be replace by the ordinary shareholder's agreement meeting, but, in
        any
        case, will continue in its position up to 30 days, in absence of the designation
        of the substitute or when he does not take possession of his position, without
        being subject to that expressed in Article 154 of the Law of Mercantile
        Companies, may be reelected and will receive the fees determined by the ordinary
        shareholder's agreement meeting.
   19
   The
        Executive
        Committee shall meet when it is summoned by the Secretary or the Alternate
        Secretary, by request of the President, or any two other of its members,
        with at
        least 5 days in advance. The Summon must be sent by mail, telegram, telefax,
        currier or any other mean that guarantees that the members of such committee
        will receive it with al least 5 days in advance to the date of the
        session.  The Summon may be signed by the Secretary or the Alternate
        Secretary of the Company's Board of Administrators, which will act with such
        character in the stated Executive Committee.
  So
        that the
        sessions of the Executive Committee may be valid, an assistance of at least
        the
        majority of its members is required.  The resolutions of the Executive
        Committee must be approved by the favorable vote of the majority of its
        members.
  The
        Executive
        Committee shall have the powers granted to the Board of Administrators under
        subsections******2, 3, 5, 6, 7, 8, 9 and 13 of
        previous Article 31, powers that may be restricted in any time by the ordinary
        shareholder's agreement meeting, without reforming the present
        By-Laws.
  The
        Executive
        Committee will not carry out any of the activities reserved to any other
        organ******by virtue of this instrument or the
        law.
  The
        Executive
        Committee may not be able, as well, to delegate the set of its granted faculties
        to any person, but may grant general and special powers when it considers
        it
        advisable and indicate the persons that must execute its
        resolutions.  By absence of such indication, the President, as well as
        the Secretary, will be authorized to execute the Committee's
        resolutions.
  The
        Executive
        Committee must inform opportunely, by means of its President or the Secretary
        or
        Alternate Secretary of the Company, and annually, al least, the Board of
        Administrators about the agreements it executes, or when in opinion of the
        same
        Committee important facts or acts to the Company are provoked.  Of
        each Executive Committee's session, a minute will be drafted, which will
        be
        transcribed in a special book.  The act must contain the certification
        about the assistance of the members of the Committee and the agreements
        executed, and must be signed by those who will have acted as President and
        Secretary.
 
 **CHIEF
        EXECUTIVE OFFICER**
 
 THIRTY
        FOUTH.  The Chief Executive Officer is responsible for the management,
        coordination and execution of the Company’s business and for all of the legal
        entities controlled by the Company according with the Securities Market Law,
        restraining to the strategies, policies and guidelines approved by the Board
        of
        Directors.
 
 The
        Chief Executive
        Officer, in order to perform his duties, will have the power to represent
        the
        Company in acts of administration and litigation and collections, including
        special faculties that require special clauses according to the law. Referring
        to acts of ownership he will have to adjust to the pursuant to Article 28,
        numeral VIII of the Securities Market Law and other applicable
        provisions.
 
 The
        Chief Executive
        Officer shall fulfill the assignments given by the shareholders’ meeting or the
        Board of Directors, as well as those foreseen in the Securities Market Law.
        In
        order to adequately perform his duties and satisfy his obligations, the Chief
        Executive Officer will seek the assistance of the executive officers or
        employees of the Company or the entities under its control that may have
        been
        designated to provide such assistance.
   20
 
 **FISCAL
        YEAR**
  THIRTY
        FIFTH. The
        Company’s fiscal year shall run concurrently with the calendar year. In the
        event of liquidation or merger of the Company, its fiscal year shall terminate
        early on the effective date of such liquidation or merger, and a fiscal year
        shall be deemed to be in progress during all such period of time as the Company
        may be in the process of liquidation, provided that such fiscal year shall
        be
        subject to the provisions of the applicable tax laws.
  **FINANCIAL
        INFORMATION**
 
 THIRTY
        SIXTH.
        Within the thee months following the end of each fiscal year, the Board of
        Directors shall prepare at least the following financial
        information:
 
 1.
              A
                  report of
                  the Board of Directors with respect to the performance of the Company
                  during such fiscal year, the policies followed by the Board and,
                  if
                  applicable, the principal existing
                  projects;
 
 2.
              A
                  report
                  stating and explaining the principal accounting and information
                  policies
                  and criteria followed in the preparation of the financial
                  information;
 
 3.
              A
                  statement
                  of the financial condition of the Company as of the end of the
                  fiscal
                  year;
 
 4.
              A
                  statement
                  of income for the fiscal year, duly explained and
                  classified;
 
 5.
              A
                  statement
                  of changes in the financial condition during the fiscal
                  year;
 
 6.
              A
                  statement
                  of changes in the items of the company’s net worth during the fiscal year,
                  and
 
 7.
              The
                  necessary
                  notes to supplement and clarify the information contained in the
                  abovementioned statements.
 
 Such
        information
        may be available to the Audit Committee, the Corporate Practices Committee
        and
        the shareholders, with the advance established in Article 173 of the General
        Law
        of Mercantile Companies and according to the bylaws of the Company.
 
 The
        Border of
        Directors within the next four months of the termination of the fiscal year,
        shall present to the general shareholders meeting the report referred in
        Article
        172 section b) of the General Law of Mercantile Companies and the report
        of the
        operations and activities in which interfered according to Article 28 section
        IV,  e) of the Securities Market Law.
 
 In
        addition, the
        General Director of the Company shall communicate the information and relevant
        events, adjusted to the Securities Market Law and other applicable
        provisions.
   21
   **PROFITS**
 
 THIRTY
        SEVENTH. The
        net profits of each fiscal year as reflected in the financial statements,
        prior
        deduction of the amounts required for (i) the payment or provision for the
        payment of all applicable taxes, (ii) any segregations required to be effected
        in accordance with the law, such as the distribution of profits among the
        employees of the Company, (iii) if applicable, the amortization of losses
        from
        previous fiscal years and (iv) the payment of the general expenses incurred
        during the year in connection with the compensations of the members of the
        Board
        of Directors and the Director General, shall be allocated as
        follows:
 
 1.
              5%
                  to the
                  creation, increase or replenishment of a reserve, until such reserve
                  equals 20% of the paid-in capital.
 
 2.
              Such
                  amounts
                  as the shareholders’ meeting may determine, to the creation or increase of
                  any general or special reserves, including, as the case may be,
                  a reserve
                  for the repurchase of the company’s shares in accordance with the
                  Securities Market Law.
 
 3.
              From
                  the
                  balance, such amount as may be necessary to pay to all of the
                  shareholders, on a pro rata basis, any dividends approved by the
                  shareholders’ meeting.
 
 4.
              The
                  surplus,
                  if any, shall be disposed of by the shareholders’ meeting or, subject to
                  the latter’s approval, by the Board of Directors. The shareholders’
                  meeting or, as the case may be, the Board of Directors, may allocate
                  the
                  surplus in any manner that it may deem convenient to the interests
                  of the
                  Company and its shareholders.
 
 **LOSSES**
 
 THIRTY
        EIGHTH. The
        losses, if any, shall be borne by all the shareholders in proportion to the
        number of shares owned thereby, subject to the limits of equity represented
        thereby.
 
 **DISSOLUTION**
  THIRTY
        NINTH. The
        Company shall be dissolved in any of the events set forth in Article 229
        of the
        General Law of Mercantile Companies and any other applicable
        provision.
  **LIQUIDATORS**
  FORTIETH.
        Upon its
        dissolution, the Company shall be liquidated. The extraordinary shareholders’
meeting shall appoint one or more liquidators and may appoint any alternate
        liquidators, whom shall have the authorities set forth in the law or such
        other
        authorities as such shareholders’ meeting may determine.
   22
   **LIQUIDATION
        PROCEDURE**
  FORTY
        FIRST.****The liquidator(s) shall carry out the liquidation
        in accordance with such rules as the shareholders’ meeting may have determined
        or, absent such determination, in accordance with the following provisions
        and
        the provisions of the relevant chapter of the General Law of Mercantile
        Companies:
  1.
              They
                  shall
                  conclude all of the business in such manner as they may deem to
                  be most
                  convenient;
  2.
              They
                  shall
                  cover and pay for all the debts through the sale of such of the
                  Company’s
                  assets as may be required to such
                  effect;
  3.
              They
                  shall
                  prepare the final liquidation balance,
                  and
  4.
              Upon
                  the
                  approval of the final liquidation balance, they shall distribute
                  the
                  available liquid assets among all of the shareholders on a pro
                  rata basis
                  and in proportion to the number of shares owned thereby and the
                  paid-in
                  portion of such shares.
  During
        the
        liquidation, all shareholders’ meetings shall be held in accordance with the
        provisions of these bylaws, and the liquidator(s) shall have authorities
        comparable to those conferred upon the Board of Directors during the normal
        life
        of the Company.
  **VENUE
        AND
        JURISDICTION**
 
 FORTY
        SECOND. The
        provisions of the Securities Market Law, the General Law of Mercantile Companies
        and the general provisions issued by the National Banking and Securities
        Commission an the rest of the applicable laws of the Mexican United States
        shall
        govern anything not expressly contemplated in these bylaws. For the
        interpretation and  enforcement of these bylaws, the shareholders, by
        reason of their subscription or acquisition of shares of the Company’s capital
        stock, submit to the Mexican laws and the resolution of any controversy that
        may
        be arise to the jurisdiction of the competent courts in Mexico City, Federal
        District and expressly waive any other jurisdiction to which they may be
        entitled by reason of their present or future domiciles.
 
  23