<PAGE>
                                                                     Exhibit 2.4


                          SECOND SUPPLEMENTAL INDENTURE

          SECOND SUPPLEMENTAL INDENTURE, dated as of June 24, 2002 (the "Second
Supplemental Indenture"), among 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 "Company"), EMPAQUES DE CARTON TITAN, S.A. de
C.V., COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V., PONDEROSA INDUSTRIAL DE
MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A. de C.V. (each, a "Subsidiary
Guarantor" and together, the "Subsidiary Guarantors") and JPMorgan Chase Bank, a
banking corporation duly organized and existing under the laws of New York,
formerly known as The Chase Manhattan Bank, (the "Trustee"), as trustee under
the Indenture, dated as of February 5, 2001, between the Company and the
Trustee, as amended by the First Supplemental Indenture, dated as of October 8,
2001 (the "Indenture"), between the Company, Grupo Industrial Durango, S.A. de
C.V. and the Trustee.

                              W I T N E S S E T H :

          WHEREAS, the Company has issued its 13 1/8% Senior Notes due 2006 (the
"Securities") in the aggregate principal amount of US$301,743,000 under and
pursuant to the Indenture;

          WHEREAS, pursuant to Section 901(b) of the Indenture, the Company and
the Trustee may, without the consent of any Holder and notwithstanding Section
902 of the Indenture, enter into one of more indentures supplemental to the
Indenture, in form satisfactory to the Trustee, for the purpose of providing for
the issuance of guarantees for the Securities;

          WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
determined to enter into this Second Supplemental Indenture for the purpose of
unconditionally guaranteeing all of the Company's obligations under the
Securities and the Indenture on the terms and conditions set forth herein (the
"Guarantee"); and

          WHEREAS, all things necessary for the execution of this Second
Supplemental Indenture and to make this Second Supplemental Indenture a valid
and binding agreement of the Company, the Subsidiary Guarantors and the Trustee
have been done;

          NOW, THEREFORE, for and in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged by the Company, the Subsidiary Guarantors and the Trustee hereby
agree for the benefit of each other and the equal and ratable benefit of the
Holders of the Securities as follows:

                                    ARTICLE I

                            RATIFICATION; DEFINITIONS

          Section 101. Supplemental Indenture. This Second Supplemental
Indenture is supplemental to, and is entered into in accordance with, Section
901 of the Indenture and, except


<PAGE>
as modified, amended and supplemented by this Second Supplemental Indenture, the
provisions of the Indenture are in all respects ratified and confirmed and shall
remain in full force and effect.

          Section 102. Definitions. Unless the context shall otherwise require,
all terms which are defined in Section 101 of the Indenture shall be given the
same meanings, respectively, in this Second Supplemental Indenture as such terms
are given in said Section 101 of the Indenture.

          Section 103. Effectiveness of Supplemental Indenture. This Second
Supplemental Indenture shall become effective on the date on which each of the
following conditions has been satisfied: (i) each of the Company, the Subsidiary
Guarantors and the Trustee shall have duly executed and delivered this Second
Supplemental Indenture; (ii) the Trustee shall have received from the Company an
Officer's Certificate, substantially in the form of Exhibit A; (iii) the Trustee
shall have received an opinion of New York counsel, substantially in the form of
Exhibit B; and (iv) the Trustee shall have received an opinion of Mexican
counsel, substantially in the form of Exhibit C. Following the effectiveness
hereof, the Indenture shall be deemed supplemented in accordance herewith, and
this Second Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby.

                                   ARTICLE II

                             AGREEMENT TO GUARANTEE

          Section 201. Guarantee. Each of the Subsidiary Guarantors hereby
agrees as follows:

          (a) unconditionally to jointly and severally guarantee to each Holder
of a Security authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Securities or the obligations of the Company hereunder or
thereunder, that:

          (i) the principal of, premium, if any, and interest (including any
     Additional Amounts payable thereon) on the Securities will be promptly paid
     in full when due, and interest on the overdue principal, premium, if any,
     and interest, if any, whether at maturity, by acceleration, redemption or
     otherwise, and interest on the overdue principal of and interest on the
     Securities, if any, if lawful, and all other obligations of the Company to
     the Holders or the Trustee hereunder or thereunder will be promptly paid in
     full or performed, all in accordance with the terms hereof and thereof; and

          (ii) in case of any extension of time of payment or renewal of any
     Securities or any of such other obligations, the same will be promptly paid
     in full when due or performed in accordance with the terms of the extension
     or renewal, whether at stated maturity, by acceleration or otherwise.
     Failing payment when due of any amount so guaranteed or any performance so
     guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly
     and severally obligated to pay the same immediately.

                                        2
<PAGE>
          (b) The obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Securities or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Securities with respect to any provisions hereof (other than, with
respect to any Subsidiary Guarantor, any waiver or consent given pursuant to the
Indenture, which expressly releases, terminates, limits or otherwise conditions
such Subsidiary Guarantor's obligations hereunder) or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a guarantor (other than as set forth in Section 303 hereof).

          (c) The following are hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever. Each Subsidiary Guarantor also
hereby waives and will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation or any other
rights against the Company or any other Subsidiary Guarantor as a result of any
payment by such Subsidiary Guarantor under the Guarantee until the Securities
have been paid in full, in U.S. Dollars.

          (d) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid either to the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

          (e) As between the Company and the Subsidiary Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Five
of the Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Five of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Company and the Subsidiary Guarantors for the purpose of this
Guarantee.

          (f) Each Subsidiary Guarantor, for the benefit of each Holder,
confirms that it is a solvent corporation and that the granting of the Guarantee
is not made with the purpose of defrauding any of its current creditors and each
Holder, by its acceptance hereof, confirms that it is taking the Guarantee in
good faith based on such representation. Each Subsidiary Guarantor and, by its
acceptance hereof, each Holder confirms that it is the intention of all such
parties that the Guarantee by such Subsidiary Guarantor pursuant to the
Guarantee not constitute a fraudulent transfer or conveyance for purposes of the
United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal or state law. These
representations are also made for purposes of the Mexican Corporate
Reorganization Law (Ley de Concursos Mercantiles). To effectuate the foregoing,
the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under the Guarantee shall be limited to
the maximum amount as will, after giving effect to all

                                        3
<PAGE>
other contingent and fixed liabilities of such Subsidiary Guarantor and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under the Guarantee, result in the obligations of such
Subsidiary Guarantor under the Guarantee not constituting such fraudulent
transfer or conveyance.

          (g) To evidence the Guarantee, each Subsidiary Guarantor agrees that a
notation of such Guarantee, substantially in the form of Exhibit D, shall be
endorsed by an executive officer of each Subsidiary Guarantor on each Security
authenticated and delivered by the Trustee.

                                   ARTICLE III

                                  MISCELLANEOUS

          Section 301. Execution and Delivery. Each Subsidiary Guarantor agrees
that the Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee.

          Section 302. Subsidiary Guarantor May Consolidate, Etc., on Certain
Terms. Except as otherwise provided in Section 303 hereof, a Subsidiary
Guarantor may not consolidate with or merge with or into any other Person or
convey, sell, assign, transfer, lease or otherwise dispose of its properties and
assets substantially as an entirety to any other Person (other than the Company
or another Subsidiary Guarantor) unless:

          (i) subject to the provisions of the following paragraph, the Person
     formed by or surviving such consolidation or merger (if other than such
     Subsidiary Guarantor) or to which such properties and assets are
     transferred assumes all of the obligations of such Subsidiary Guarantor
     under this Indenture and the Guarantee, pursuant to a supplemental
     indenture in form and substance satisfactory to the Trustee;

          (ii) immediately after giving effect to such  transaction,  no Default
     or Event of Default has occurred and is continuing; and

          (iii) the Subsidiary Guarantor delivers, or causes to be delivered, to
     the Trustee, in form and substance reasonably satisfactory to the Trustee,
     an Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction complies with the requirements of the Indenture, as amended by
     this Second Supplemental Indenture.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiary
Guarantors, the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the

                                        4
<PAGE>
Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee
endorsed upon the Securities and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by a Guarantor, such
successor Person shall succeed to and be substituted for a Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the Guarantees to be endorsed
upon all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee. All the Guarantees so
issued shall in all respects have the same legal rank and benefit under the
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of the Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

          Section 303. Releases. A Subsidiary Guarantor will be deemed
automatically and unconditionally released and discharged from all of its
obligations under the Guarantee without any further action on the part of the
Trustee or any Holder of the Securities solely upon (i) a sale, transfer or
other disposition to a Person not an Affiliate of the Company of all of the
Capital Stock of such Subsidiary Guarantor which is owned by the Company or any
other Restricted Subsidiary, or all or substantially all of the assets of such
Subsidiary Guarantor, by way of merger, consolidation or otherwise, which
transaction is not otherwise prohibited by the Indenture; provided that any such
termination shall occur (x) only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure any Indebtedness of
the Company shall also terminate upon such sale, transfer or other disposition
or release and (y) only if the Trustee is furnished with written notice of such
release together with an Officers' Certificate from such Subsidiary Guarantor to
the effect that all of the conditions to release in this Section 303 have been
satisfied, (ii) the complete performance of the obligations contained in the
Securities and the Indenture or (iii) the release or discharge of such
Subsidiary Guarantor from its guarantee (other than a release or discharge as a
result of payment by such Subsidiary Guarantor under such guarantee) under the
Indenture, dated as of June 24, 2002, as modified by the First Supplemental
Indenture, dated as of June 24, 2002, by and between the Company and the
Trustee, as the same may be modified, supplemented or amended from time to time,
and any securities issued thereunder. Any Subsidiary Guarantor not released from
its obligations under the Guarantee shall remain liable for the full amount of
principal of and interest on the Securities and for the other obligations of any
Guarantor under the Indenture.

          Section 304. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or the Subsidiary Guarantors under the Securities, the Indenture, as modified by
this Second Supplemental Indenture, the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal
securities laws.

          Section 305. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE AND THE
GUARANTEE  SHALL BE GOVERNED BY AND CONSTRUED IN

                                        5
<PAGE>
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

          Section 306. Counterparts. This Second Supplemental Indenture may be
executed in two or more counterparts (including facsimile copies), each of which
shall be deemed an original, but all of which, taken together, will constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page by telecopier shall be as effective as delivery of a manually executed
counterpart thereof.

          Section 307. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

          Section 308. Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Second Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Subsidiary Guarantors and
the Company.

          Section 309. Parties Bound. This Second Supplemental Indenture shall
form part of the Indenture for all purposes, and every Holder of the Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. Upon
the execution of this Second Supplemental Indenture and the Securities
theretofore issued shall be deemed to be modified and amended in accordance with
this Second Supplemental Indenture and the respective rights, limitation of
rights, obligations, duties and immunities under the Indenture of the Company
and the Trustee and the Holders of the Securities shall thereafter be
determined, exercised and enforced thereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of this Second
Supplemental Indenture shall be and be deemed to be a part of the terms and
conditions of the Indenture and the Securities theretofore issued for any and
all purposes.

          Section 310. Separability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

          Section 311. Consent to Service; Jurisdiction. Each party hereto
irrevocably agrees that any legal suit, action or proceeding arising out of or
relating to this Second Supplemental Indenture or the Guarantee 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 Company and each of
the Subsidiary Guarantors agree 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 law. The Company and each of the Subsidiary Guarantors hereby
irrevocably waive any right to invoke jurisdiction it may have to any court by
virtue of Mexican law. The Company and each of

                                        6
<PAGE>
the Subsidiary Guarantors hereby appoint 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 Second Supplemental Indenture or
the Guarantee which may be instituted in any federal or state court in the
Borough of Manhattan, The City of New York, and agree that service of process
upon such agent, and written notice of said service to the Company or each of
the Subsidiary Guarantors, as the case may be, by the person serving the same,
shall be deemed in every respect effective service of process upon the Company
and each of the Subsidiary Guarantors, as applicable, 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 Company and each of the Subsidiary Guarantors will promptly appoint a
successor agent for this purpose reasonably acceptable to the Trustee. The
Company and each of the Subsidiary Guarantors agree to take any and all actions
as may be necessary to maintain such designation and appointment of such agent
in full force and effect.

          Section 312. Indemnification of Judgment Currency. Each of the
Subsidiary Guarantors agrees that U.S. dollars are the sole currency of account
and payment for all sums payable by the Company and each of the Subsidiary
Guarantors under or in connection with this Second Supplemental Indenture or the
Guarantee, including damages, which will be paid without set-off or
counterclaim. Any amount received or recovered in a currency (the "Judgment
Currency") other than dollars (whether as a result of, or of the enforcement of,
a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Company and each of the Subsidiary Guarantors or otherwise)
by any Holder in respect of any sum expressed to be due to it from the Company
and each of the Subsidiary Guarantors shall only constitute a discharge to the
Company and each of the Subsidiary Guarantors to the extent of the dollar amount
which the recipient is able to purchase with the amount so received or recovered
in that other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so). If that dollar amount is less than the dollar amount
expressed to be due to the recipient under the Guarantee, each of the Subsidiary
Guarantors shall indemnify the recipient against any loss sustained by it as a
result. In any event, each of the Subsidiary Guarantors shall indemnify the
recipient against the cost of making any such purchase. For the purposes of this
Section 312, it will be sufficient for the Holder to certify in a satisfactory
manner (indicating the sources of information used) that it would have suffered
a loss had an actual purchase of dollars been made with the amount so received
in that other currency on the date of receipt or recovery (or, if a purchase of
dollars on such date had not been practicable, on the first date on which it
would have been practicable, it being required that the need for a change of
date be certified in the manner mentioned above). These indemnities constitute a
separate and independent obligation from other obligations of each of the
Subsidiary Guarantors, shall give rise to a separate and independent cause of
action, shall apply irrespective of any indulgence granted by any Holder and
shall continue in full force and effect despite any other judgment, order, claim
or proof for a liquidated amount in respect of any sum due under the Guarantee.

                                        7
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

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


                                   By: /s/ Mayela Rincon de Velasco
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   EMPAQUES DE CARTON TITAN, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   INDUSTRIAS CENTAURO, S.A. de C.V.


                                   By: /s/ Mayela Rincon de Velasco
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   JPMORGAN CHASE BANK, AS TRUSTEE


                                   By: /s/ Catherine F. Donohue
                                      -------------------------------------
                                      Name:   Catherine F. Donohue
                                      Title:  Vice President


                                        8
<PAGE>
                                                                       EXHIBIT A


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

                              Officer's Certificate

          Reference is made to the Indenture, dated as of February 5, 2001,
between 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 "Company") and JPMORGAN CHASE BANK, a banking corporation duly
organized and existing under the laws of New York, formerly known as The Chase
Manhattan Bank, as Trustee (the "Trustee"), as modified by the First
Supplemental Indenture, dated as of October 8, 2001, among the Company, Grupo
Industrial Durango, S.A. de C.V. and the Trustee, as further modified by the
Second Supplemental Indenture, dated as of June 24, 2002 (the "Second
Supplemental Indenture"), among the Company, EMPAQUES DE CARTON TITAN, S.A. de
C.V., COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V., PONDEROSA NDUSTRIAL DE
MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A. de C.V. and the Trustee
(collectively, the "Indenture"). Capitalized terms used but not defined herein
shall have the meaning ascribed thereto in the Indenture.

          I, Mayela R. de Velasco, certify that I am the duly qualified and
elected Vice President and Chief Financial Officer of the Company, and that, as
such, I am authorized to execute this certificate on behalf of the Company, and
DO HEREBY CERTIFY that:

          (a) Attached hereto as Schedule I is a true and correct copy of
resolutions duly adopted by the Board of Directors of the Company by written
consent on June 18, 2002, authorizing the transactions contemplated by the
Second Supplemental Indenture, which resolutions have not been revoked,
modified, amended or rescinded and are still in full force and effect; and

          (b) I am of the opinion that the execution and delivery of the Second
Supplemental Indenture by the Company complies with the conditions and covenants
contained in Sections 901 and 1012 of the Indenture.

          In connection with the certifications rendered above, and in order to
express an informed opinion regarding the same, I have examined originals or
copies certified or otherwise identified to my satisfaction of the Indenture and
the Second Supplemental Indenture and have examined the originals, or certified,
conformed or reproduction copies, of such records, agreements, instruments and
documents as I have deemed relevant or necessary as the basis for the
certifications rendered above. I have assumed the genuineness of all signatures
on original or certified copies, the authenticity of documents submitted to me
as originals and the conformity to original or certified copies of all copies
submitted to me as certified or reproduction copies.

<PAGE>
                                                                       Exhibit A
                                                                          Page 2

          IN WITNESS WHEREOF, I have executed this Certificate of the Company
this 24th day of June, 2002.

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


                                   By:
                                      -------------------------------------
                                      Name:   Miguel Rincon
                                      Title:  Chairman of the Board of Directors


                                   By:
                                      -------------------------------------
                                      Name:   Mayela R. de Velasco
                                      Title:  Chief Financial Officer

<PAGE>
                                                                       EXHIBIT B


June 24, 2002



JPMORGAN CHASE BANK
Institutional Trust Services
430 West 33rd Street, 15th Floor
New York, NY 10001-2697
Attention:  Catherine Donohue


Ladies and Gentlemen:

          We have acted as special U.S. counsel for CORPORACION DURANGO, S.A. de
C.V. (the "Company"),  EMPAQUES DE CARTON TITAN, S.A. de C.V., COMPANIA PAPELERA
DE ATENQUIQUE,  S.A. de C.V.,  PONDEROSA  INDUSTRIAL DE MEXICO, S.A. de C.V. and
INDUSTRIAS CENTAURO, S.A. de C.V., (each, a "Subsidiary Guarantor" and together,
the "Subsidiary  Guarantors")  each a variable capital company (sociedad anonima
de  capital  variable)  organized  under the laws of the United  Mexican  States
("Mexico"),  in  connection  with  the  execution  and  delivery  of the  Second
Supplemental  Indenture,  dated as of June 24,  2002 (the  "Second  Supplemental
Indenture"),  among the Company,  the  Subsidiary  Guarantors and JPMORGAN CHASE
BANK, a banking  corporation  duly  organized and existing under the laws of New
York, formerly known as The Chase Manhattan Bank, as Trustee (the "Trustee"), to
the  Indenture,  dated as of  February  5, 2001,  between  the  Company  and the
Trustee, as modified by the First Supplemental Indenture, dated as of October 8,
2001 (the "Indenture"),  between the Company,  Grupo Industrial Durango, S.A. de
C.V. and the Trustee.

          In connection with our opinion expressed below, we have examined
originals or copies certified or otherwise identified to our satisfaction of the
Second Supplemental Indenture and have examined the originals, or certified,
conformed or reproduction copies, of such records, agreements, instruments and
documents as we have deemed relevant or necessary as the basis for the opinions
hereinafter expressed. In stating our opinion, we have assumed the genuineness
of all signatures on original or certified copies, the authenticity of documents
submitted to us as originals and the conformity to original or certified copies
of all copies submitted to us as certified or reproduction copies. As to
questions of fact material to this opinion, we have relied upon, and assumed
without any independent verification, the accuracy of all statements made in the
Officer's Certificate delivered by the Company pursuant to Section 103(ii) of
the Second Supplemental Indenture.

          This opinion is furnished pursuant to Section 103(iii) of the Second
Supplemental Indenture. Terms used herein which are defined in the Second
Supplemental Indenture shall have the respective meanings set forth in the
Second Supplemental Indenture, unless otherwise defined herein.

<PAGE>
                                                                       Exhibit B
                                                                          Page 2

          Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth below, it is our opinion that the
execution and delivery of the Second Supplemental Indenture is authorized and
permitted by the Indenture.

          In rendering the opinion set forth herein, we have assumed (i) that
the Second Supplemental Indenture has been validly authorized, executed and
delivered by each of the Company and the Subsidiary Guarantors under Mexican
law, (ii) the due authorization, execution and delivery of the Second
Supplemental Indenture by the Trustee and (iii) that the Trustee has the full
power, authority and legal right to enter into and perform its obligations
thereunder.

          The opinion expressed above is limited to questions arising under the
law of the State of New York and does not cover any questions arising under or
relating to the law of any other jurisdiction. This opinion is furnished to you
as the Trustee and is solely for your benefit and may not be used or relied upon
by or published or communicated to any other person or entity other than the
addressee hereof for any purpose whatsoever without our prior written consent in
each instance.

                                   Very truly yours,





EJA:YMR:RKG
<PAGE>
                                                                       EXHIBIT C


June 24, 2002



JPMORGAN CHASE BANK
Institutional Trust Services
430 West 33rd Street, 15th Floor
New York, NY 10001-2697
Attention:  Catherine Donohue


Ladies and Gentlemen:

          I have acted as general counsel for CORPORACION DURANGO,  S.A. de C.V.
(the "Company"),  EMPAQUES DE CARTON TITAN,  S.A. de C.V.,  COMPANIA PAPELERA DE
ATENQUIQUE,  S.A. de C.V.,  PONDEROSA  INDUSTRIAL  DE MEXICO,  S.A. de C.V.  and
INDUSTRIAS CENTAURO, S.A. de C.V., (each, a "Subsidiary Guarantor" and together,
the "Subsidiary  Guarantors")  each a variable capital company (sociedad anomina
de  capital  variable)  organized  under the laws of the United  Mexican  States
("Mexico"),  in  connection  with  the  execution  and  delivery  of the  Second
Supplemental  Indenture,  dated as of June 24,  2002 (the  "Second  Supplemental
Indenture"),  among the Company,  the  Subsidiary  Guarantors and JPMORGAN CHASE
BANK, a banking  corporation  duly  organized and existing under the laws of New
York, formerly known as The Chase Manhattan Bank, as Trustee (the "Trustee"), to
the  Indenture,  dated as of  February  5, 2001,  between  the  Company  and the
Trustee, as modified by the First Supplemental Indenture, dated as of October 8,
2001 (the "Indenture"),  between the Company,  Grupo Industrial Durango, S.A. de
C.V. and the Trustee.

          In connection with my opinions expressed below, I have examined
originals or copies certified or otherwise identified to my satisfaction of the
Second Supplemental Indenture and have examined the originals, or certified,
conformed or reproduction copies, of such records, agreements, instruments and
documents as I have deemed relevant or necessary as the basis for the opinions
hereinafter expressed. In stating my opinion, I have assumed the genuineness of
all signatures on original or certified copies, the authenticity of documents
submitted to me as originals and the conformity to original or certified copies
of all copies submitted to me as certified or reproduction copies.

          This opinion is furnished pursuant to Section 103(iv) of the Second
Supplemental Indenture. Terms used herein which are defined in the Second
Supplemental Indenture shall have the respective meanings set forth in the
Second Supplemental Indenture, unless otherwise defined herein.

          Based upon the foregoing and subject to the qualifications,
assumptions and limitations set forth below, it is my opinion that:

          1.  Each of the  Company  and the  Subsidiary  Guarantors  (i) is duly
organized and validly existing under the laws of Mexico,  (ii) has the corporate
power to execute,  deliver and


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                                                                       Exhibit C
                                                                          Page 2

perform the Second Supplemental Indenture and (iii) has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
the Second Supplemental Indenture.

          2. The Second Supplemental Indenture constitutes a valid and binding
agreement of each of the Company and the Subsidiary Guarantors enforceable
against each of the Company and the Subsidiary Guarantors in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
concurso mercantil, insolvency, reorganization, 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).

          3. Neither the execution, delivery or performance by the Company or
the Subsidiary Guarantors of their obligations under the Second Supplemental
Indenture will contravene any applicable Mexican law, and no consent, approval,
authorization or order of, or qualification with, any Mexican governmental
agency or body is required for the performance by the Company or the Subsidiary
Guarantors of their obligations under the Second Supplemental Indenture.

          In rendering the opinions set forth in paragraphs 2 and 3 above, I
have assumed (i) the due authorization, execution and delivery of the Second
Supplemental Indenture by the Trustee and (ii) that the Trustee has the full
power, authority and legal right to enter into and perform its obligations
thereunder.

          The opinions expressed above are limited to questions arising under
the laws of Mexico and do not cover any questions arising under or relating to
the law of any other jurisdiction. This opinion is furnished to you as the
Trustee and is solely for your benefit and may not be used or relied upon by or
published or communicated to any other person or entity other than the addressee
hereof for any purpose whatsoever without my prior written consent in each
instance.

                                        Very truly yours,




                                        Gabriel Villegas Salazar
                                        General Counsel

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                                                                       EXHIBIT D


                                FORM OF GUARANTEE

          For value received, each of the undersigned hereby jointly, severally
and unconditionally guarantee, as principal obligor and not only as a surety, to
the Holder of this Note the cash payments in United States Dollars of principal
of, premium, if any, and interest on this Note (and including Additional Amounts
payable thereon) in the amounts and at the time when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Notes, to the Holder of this Note and the Trustee,
all in accordance with and subject to the terms and limitations of this Note,
Article Two of the Second Supplemental Indenture, dated as of June 24, 2002 (the
"Second Supplemental Indenture"), among 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 "Company"), EMPAQUES DE CARTON TITAN,
S.A. de C.V., COMPANIA PAPELERA de ATENQUIQUE, S.A. de C.V., PONDEROSA
INDUSTRIAL DE MEXICO, S.A. de C.V. and INDUSTRIAS CENTAURO, S.A. de C.V. (each,
a "Subsidiary Guarantor" and together, the "Subsidiary Guarantors") and JPMorgan
Chase Bank, a banking corporation duly organized and existing under the laws of
New York, formerly known as The Chase Manhattan Bank, (the "Trustee"), and this
Guarantee. This Guarantee will become effective in accordance with Article Two
of the Second Supplemental Indenture as its terms shall be evidenced therein.
The validity and enforceability of this Guarantee shall not be affected by the
fact that it is not affixed to any particular Note. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Indenture,
dated as of February 5, 2001 (as modified by the First Supplemental Indenture,
dated as of October 8, 2001, and the Second Supplemental Indenture, the
"Indenture"), between the Company, as issuer, and the Trustee.

          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Two of the Second Supplemental Indenture and reference is hereby made to
both the Indenture and the Second Supplemental Indenture for the precise terms
of the Guarantee and all of the other provisions of the Indenture and the Second
Supplemental Indenture to which this Guarantee relates.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS. EACH SUBSIDIARY GUARANTOR AGREES TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, THE CITY OF NEW YORK IN ANY LEGAL SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE,
THE SECURITIES OR THIS GUARANTEE.

          This Guarantee is subject to release upon the terms set forth in the
Indenture and the Second Supplemental Indenture.

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                                                                       Exhibit D
                                                                          Page 2

          IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be duly executed.

Date:

                                   EMPAQUES DE CARTON TITAN, S.A. de C.V.


                                   By:
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   COMPANIA PAPELERA DE ATENQUIQUE, S.A. de C.V.


                                   By:
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   PONDEROSA INDUSTRIAL DE MEXICO, S.A. de C.V.


                                   By:
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer


                                   INDUSTRIAS CENTAURO, S.A. de C.V.


                                   By:
                                      -------------------------------------
                                      Name:   Mayela Rincon de Velasco
                                      Title:  Chief Financial Officer