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                                                                     Exhibit 4.5

                     GRUPO INDUSTRIAL DURANGO, S.A. DE C.V.


               AMENDED AND RESTATED UNSUBORDINATED PROMISSORY NOTE



U.S.$____________                                           Dated:______________


          THIS AMENDED AND  RESTATED  UNSUBORDINATED  PROMISSORY  NOTE
          (this "Unsubordinated  Promissory Note") amends and restates
          the  Unsubordinated  Promissory Note dated as of February 5,
          2001 issued by the Borrower (as defined  below) to the order
          of the Creditor (as defined below).


          FOR VALUE RECEIVED, the undersigned, GRUPO INDUSTRIAL DURANGO, S.A. de
C.V.,  a  variable  capital  company  (sociedad  anonima  de  capital  variable)
organized  under the laws of the United  Mexican States (the  "Borrower",  which
term  includes any  successor  person),  HEREBY  PROMISES TO PAY to the order of
CORPORACION DURANGO,  S.A. de C.V., a variable capital company (sociedad anonima
de capital variable)  organized under the laws of the United Mexican States (the
"Creditor",  which term includes any successor person or assignee) the principal
amount of  $____________,  or, if less, the unpaid principal of the indebtedness
evidenced hereby,  on _______,  ______ and to pay interest thereon from the date
hereof or the most recent interest payment date to which interest has been paid,
semiannually  on ________ and __________ in each year,  commencing on __________
at the rate of ___% per  annum,  until the  principal  amount  hereof is paid in
full.  Interest  will be paid on the  interest  payment date or, if the interest
payment  date is not a  Business  Day,  on the  next  preceeding  Business  Day.
Interest is computed on the basis of a 360-day year of twelve 30-day months. The
term  "Business  Day"  means any day except a  Saturday,  Sunday or other day on
which commercial banks in The City of New York are authorized by law to close.

          Both  principal and interest are payable in lawful money of the United
States of America to the Creditor at its principal office or such other location
or account as the Creditor may designate, in same day funds.

          Additional Amounts

          (a) Any and all payments by the Borrower  hereunder shall be made free
and clear of and  without  deduction  for any and all  present or future  taxes,
levies, imposts, deductions or charges or withholdings, and all liabilities with
respect thereto imposed by Mexico or any political  subdivision  thereof,  or by
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any  other  jurisdiction  from  which  any  amounts  hereunder  are  paid by the
Borrower,  excluding,  taxes imposed on the Creditor's  overall net income,  and
franchise taxes imposed on it in lieu of net income taxes,  by the  jurisdiction
under the laws of which such Creditor is organized or any political  subdivision
thereof (all such non-excluded  taxes,  levies,  imposts,  deductions,  charges,
withholdings and liabilities in respect of payments  hereunder being hereinafter
referred to as "Taxes").  If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall
be increased  as may be  necessary so that after making all required  deductions
(including   deductions   applicable  to  additional  sums  payable  under  this
paragraph)  such  Creditor  receives  an amount  equal to the sum it would  have
received had no such  deductions  been made,  (ii) the Borrower  shall make such
deductions  and (iii) the  Borrower  shall pay the full  amount  deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

          (b) In addition,  the  Borrower  shall pay any  applicable  present or
future stamp or  documentary  taxes or any other  applicable  excise or property
taxes,  charges or similar  levies that arise from any payment made hereunder or
from the execution,  delivery or registration of, performing under, or otherwise
with respect to, this Unsubordinated Promissory Note.

          Representations and Warranties

          The Borrower represents and warrants as of the date hereof as follows:

          (a) The Borrower is a variable  capital company  (sociedad  anonima de
     capital variable) duly organized and existing under the laws of Mexico.

          (b) The  execution,  delivery and  performance by the Borrower of this
     Unsubordinated  Promissory Note are within the Borrower's corporate powers,
     have been duly  authorized by all necessary  corporate  action,  and do not
     contravene (i) the Borrower's charter or by-laws or (ii) applicable  law or
     any material contractual restriction binding on or affecting the Borrower.

          (c) No  authorization or approval or other action by, and no notice to
     or filing with, any  governmental  authority or regulatory body is required
     for the due  execution,  delivery and  performance  by the Borrower of this
     Note.

          (d)  This  Unsubordinated  Promissory  Note is the  legal,  valid  and
     binding  obligation  of the  Borrower  enforceable  against the Borrower in
     accordance  with its terms  except  as the  enforceability  thereof  may be
     limited by  bankruptcy,  insolvency,  reorganiztion,  or other similar laws
     affecting the  enforcement  of creditors'  rights  generally and to general
     equitable principles  (regardless of whether the issue of enforceability is
     considered in a proceeding in equity or at law).

          Events of Default

          If any of the following  events  ("Events of Default") shall occur and
     be continuing:

          (a) the Borrower  shall fail to pay any  principal of, or interest on,
     this Unsubordinated  Promissory Note when the same becomes due and payable;
     or

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          (b) any event of default shall exist under any agreement or instrument
     relating  to  any  indebtedness  of  the  Borrower  having  an  outstanding
     principal  amount of US$25 million or more and such  indebtedness  shall be
     declared to be  immediately  due and payable,  or required to be prepaid in
     full (other than by a regularly scheduled required  prepayment),  redeemed,
     purchased or defeased, or an offer to prepay,  redeem,  purchase or defease
     such  indebtedness in full shall be required to be made, in each case prior
     to the stated maturity  thereof and such  acceleration  shall not have been
     waived or extended within 30 consecutive days of the acceleration; or

          (c) the  Borrower  fails  to make a  principal  payment  at the  final
     maturity  of any loan  having  an  outstanding  principal  amount  of US$25
     million or more and such defaulted payment is not waived or extended within
     30 consecutive days of the payment default; or

          (d) an event of default  specified in clauses (a),  (b), (g) or (h) of
     Section  501  of  the  Indenture  dated  as  of  the  date  hereof  between
     Corporacion Durango, S.A. de C.V., as issuer, and The Chase Manhattan Bank,
     as trustee (the "Trustee"),  under which Corporacion Durango,  S.A. de C.V.
     issued its 13?% Senior Notes due 2006 (the "Senior  Notes") occurs and such
     notes are either automatically accelerated or accelerated by the holders of
     such notes;

then,  and in any such  event,  the  Creditor  may,  by notice to the  Borrower,
declare this Note, all interest thereon and all other amounts payable under this
Note to be forthwith due and payable, whereupon this Note, all such interest and
all  such  amounts  shall  become  and be  forthwith  due and  payable,  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived by the Borrower; provided, however, that in the event of
an entry of an order for relief  with  respect  to the  Borrower  under  Mexican
bankruptcy  law,  this  Note,  all  such  interest  and all such  amounts  shall
automatically  become  and be due  and  payable,  without  presentment,  demand,
protest or any notice of any kind, all of which are hereby  expressly  waived by
the Borrower.

          Miscellaneous

          Consideration.  This Unsubordinated Promissory Note has been issued to
the Creditor in  consideration  for (i) the  cancellation  or discharge,  by the
Creditor, of $_______________ of the Borrower's 12 5/8% Notes due 2003 (the "GID
Notes")  tendered in an exchange offer launched by the Creditor on _____________
(the  "Exchange  Offer")  and the payment by the  Creditor of premium,  fees and
expenses  related to the Exchange  Offer,  (ii) the  cancelation or discharge of
$150  million  of the  Borrower's  12%  Notes in  February  2001,  and (iii) the
repayment  by the  Creditor,  on  behalf  of the  Borrower,  of $30  million  of
short-term  indebtedness owed by the Borrower to Banamex and The Chase Manhattan
Bank in February 2001.

          Amendments,  Etc. (a) Prior to the date (the "Pledge Release Date") on
which  the  Trustee   terminates   the   security   interest   created  in  this
Unsubordinated  Promissory  Note by the  Pledge  Agreement  dated as of the date
hereof between the Trustee and Corporacion  Durango,  S.A. de C.V., no amendment

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or waiver of any  provision  of this Note,  nor consent to any  departure by the
Borrower  herefrom,  shall in any event be effective unless the same shall be in
writing  and signed by the  Trustee  and then such  waiver or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

          (b)  Subsequent  to the  Pledge Release Date and until the maturity of
the exchange notes,  this Unsubordinated Promissory Note may be modified so long
as  the interest rate of this Unsubordinated Promissory Note is no less than the
interest rate of the Senior Notes.

          Prepayments.  Prepayments  of principal  hereunder may be made so long
as, after giving effect to such  prepayment,  the outstanding  principal  amount
under the  Unsubordinated  Promissory Note would be no less than the outstanding
principal amount of the Senior Notes.

          Notices,  Etc.  All  notices  and other  communications  provided  for
hereunder shall be in writing (including telecopier, telegraphic, telex or cable
communication)   and  sent  via  reputable   commercial   courier,   telecopied,
telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at
Grupo Industrial Durango, S.A. de C.V., Torre Corporacion Durango,  Potasio 150,
Ciudad Industrial,  Durango,  Durango, United Mexican States,  Attention:  Legal
Counsel,  or at such other  address as shall be  designated  by the  Borrower in
writing to the Creditor;  and if to the Creditor, as shall be designated by such
Creditor in a written  notice to Borrower.  All such notices and  communications
shall, when couriered, telecopied,  telegraphed, telexed or cabled, be effective
when picked up by  courier,  telecopied,  delivered  to the  telegraph  company,
confirmed by telex answerback or delivered to the cable company, respectively.

          No  Waiver;  Remedies.  No  failure  on the  part of the  Creditor  to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law.

          Costs and Expenses.  The Borrower  agrees to pay on demand all losses,
costs and expenses, if any (including reasonable counsel fees and expenses),  in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Unsubordinated Promissory Note.

          Binding  Effect.  This  Note  shall be  binding  upon and inure to the
benefit of the Borrower and the Creditor  and their  respective  successors  and
assigns,  except that the Borrower shall not have the right to assign its rights
hereunder.

          Jurisdiction.  Each party  hereto  irrevocably  agrees  that any legal
suit,  action or  proceeding  arising out of or relating to this  Unsubordinated
Promissory  Note may be  instituted in any federal or state court in the Borough
of Manhattan,  The City of New York,  waives any  objection  which it may now or
hereafter  have to the  laying of the venue of any such  legal  suit,  action or
proceeding,  waives any immunity from  jurisdiction  or to service of process in
respect of any such suit, action or proceeding, waives any right to which it may
be entitled on account of place of residence or domicile and irrevocably submits
to the  jurisdiction  of any such court in any such suit,  action or proceeding.
The Borrower agrees that a final judgment in any such suit, action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner  provided by law in accordance  with  applicable

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law. The Borrower  hereby appoints  Durango Paper Company,  1000 Osborne Street,
St. Marys, Georgia 31558, Attention: Prudencio Calderon, as its authorized agent
upon which process may be served in any legal suit, action or proceeding arising
out  of or  relating  to  this  Unsubordinated  Promissory  Note  which  may  be
instituted in any federal or state court in the Borough of  Manhattan,  The City
of New York,  and agrees that  service of process  upon such agent,  and written
notice of said service to the Borrower by the person serving the same,  shall be
deemed in every  respect  effective  service of process upon the Borrower in any
such suit,  action or  proceeding  and  further  designates  its  domicile,  the
domicile of Durango Paper Company specified above and any domicile Durango Paper
Company may have in the future as its  domicile to receive any notice  hereunder
(including service of process).  If for any reason Durango Paper Company (or any
successor  agent for this  purpose)  shall  cease to act as agent for service of
process as provided above,  the Borrower will promptly appoint a successor agent
for this purpose reasonably  acceptable to the Creditor.  The Borrower agrees to
take any and all actions as may be necessary to maintain  such  designation  and
appointment of such agent in full force and effect.

          Judgment  Currency.  If for the purpose of  obtaining  judgment in any
court it is  necessary  to  convert  an  amount  due under  this  Unsubordinated
Promissory Note into any currency other than United States dollars,  the parties
hereto agree,  to the fullest extent  permitted  under  applicable law, that the
rate of  exchange  used shall be the rate at which,  in  accordance  with normal
banking procedures,  the Creditor could purchase United States dollars with such
other  currency in The City of New York on the  Business Day  preceding  that on
which final judgment is given. To the fullest extent  permitted under applicable
law,  the  obligation  of the  Borrower  with  respect to any sum due under this
Unsubordinated Promissory Note, notwithstanding any judgment in a currency other
than United States dollars,  shall not be discharged,  following  receipt by the
Creditor of such amount adjudged to be so due in such other currency,  until the
first  Business  Day on which (and only to the extent  that) the Creditor may in
accordance  with normal banking  procedures  purchase United States dollars with
such other currency,  and if the amount of United States dollars so purchased is
less than the amount  originally  due to the  Creditor  hereunder,  the Borrower
agrees,  as a separate  obligation and  notwithstanding  any such  judgment,  to
indemnify  the  Creditor  against  such loss.  If the United  States  dollars so
purchased are greater than the amount originally due to the Creditor  hereunder,
the  Creditor  agrees to pay the  Borrower an amount  equal to the excess of the
United States  dollars so purchased  over the sum originally due to the Creditor
hereunder.

          Governing  Law.  This Note  shall be  governed  by, and  construed  in
accordance with, the laws of the State of New York, United States.

          WAIVER OF JURY TRIAL.  THE BORROWER AND THE CREDITOR EACH  IRREVOCABLY
WAIVES  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
(WHETHER  BASED ON CONTRACT,  TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO
THIS  UNSUBORDINATED  PROMISSORY  NOTE OR THE  ACTIONS  OF THE  CREDITOR  IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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          IN  WITNESS  WHEREOF,  the  Borrower  has caused  this  Unsubordinated
Promissory Note to be executed by its officer  thereunto duly authorized,  as of
the date first above written.


                                          GRUPO INDUSTRIAL DURANGO, S.A. de C.V.



                                          By___________________________________
                                            Title:






This  Unsubordinated  Promissory  Note has been endorsed to The Chase  Manhattan
Bank, as trustee, by Corporacion Durango,  S.A. de C.V. pursuant to the terms of
the Amended and Restated  Pledge  Agreement  dated as of the date hereof between
The Chase Manhattan Bank and Corporacion Durango,  S.A. de C.V. on this ____ day
of __________ in ___________________, ______________________.

CORPORACION DURANGO, S.A. de C.V.


By_______________________________
  Title: