Exhibit 1

    English Translation of Estatutos Sociales of Grupo Elektra, S.A. de C.V.

DEED NUMBER NINETY FOUR THOUSAND FOUR HUNDRED AND FORTY SIX
VOLUME ONE THOUSAND EIGHT HUNDRED AND TWENTY THREE---REG/COM
FOLIO ONE HUNDRED AND SIXTEEN THOUSAND FOUR HUNDRED AND TWENTY FOUR--RGG/abr

In Mexico City, Federal District, on June three of the year two thousand and
three, I, Attorney Gerardo Correa Etchegaray, Notary Public number eighty-nine
of the Federal District, hereby certify:

OFFICIAL TRANSCRIPT OF BY-LAWS AS AMENDED OF "GRUPO ELEKTRA" SOCIEDAD ANONIMA DE
CAPITAL VARIABLE (CORPORATION OF VARIABLE CAPITAL), in a single instrument,
which I carry out as per request of Attorney RAFAEL GUILLERMO MARTINEZ DE ITA,
pursuant to the following background and clauses:

                                   BACKGROUND

First. - INCORPORATION
Public Deed number thirty two thousand six hundred and eighty two, granted in
this City on December thirty nine thousand nine hundred and fifty nine, before
Attorney Jorge Sanchez Cordero, at the time Notary Public number fifteen of the
Federal District, registered with the Public Registry of Property and Commerce
of the Federal District, under the Commerce Section, Third Book, volume four
hundred and fifty nine, pages two hundred and eighty eight and under number one
hundred and eighty three, with the previous permit issued by the Ministry of
Foreign Affairs, contains the incorporation of the Corporation named
Inmobiliaria del Prado, Sociedad Anonima, with corporate domicile in Mexico,
Federal District, with a term of one hundred years, capital stock of three
million

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two hundred and fifty thousand (old) pesos, Mexican currency, with foreigners
exclusion clause and corporate purpose as stated therein.

Second. - CHANGE OF CORPORATE NAME.- Public deed number thirty three thousand
seven hundred and eighty three, granted in this City on October three one
thousand nine hundred and sixty, before attorney Jorge Sanchez Cordero, at the
time Notary Public number fifteen of the Federal District, registered with the
Public Registry of Property and Commerce of the Federal District, under the
Commerce Section, Third Book, volume four hundred and eighty nine, pages two
hundred and five and under number one hundred and eleven, with the previous
permit issued by the Ministry of Foreign Affairs, contains the formalization of
the Minutes of the General Extraordinary Shareholders' Meeting of the
Corporation named Inmobiliaria del Prado, Sociedad Anonima, held on November
eleven one thousand nine hundred and sixty, which resolved to change the
corporate name to Inmobiliaria Saro, Sociedad Anonima and as a consequence
thereof Clause Second of the Corporate By-Laws was amended.

Third. - CAPITAL INCREASE. - Deed number sixty three thousand and ninety five,
granted in this City on September three one thousand nine hundred and sixty six,
before Attorney Jorge Sanchez Cordero, at the time Notary number fifteen of the
Federal District, registered with the Public Registry of Property and Commerce
of the Federal District under the Commerce Section, Third Book, volume four nine
hundred and ninety three, pages four hundred and sixty, under number four
hundred and thirty eight, with the previous permit issued by the Ministry of
Foreign Affairs, contains the formalization of the Minutes of the General
Extraordinary Shareholders' Meeting of the corporation named Inmobiliaria Saro,
Sociedad Anonima, which resolved to increase the capital stock from the amount
of thirteen million two hundred thousand (old) pesos, Mexican currency, to the
amount of forty nine million (old) pesos, Mexican currency, represented by four
hundred and ninety thousand shares, with a par value of one hundred (old) pesos,
Mexican currency, each and amended clause seventh of the Corporate By-Laws to
such effect.

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Fourth.- AMENDMENT TO THE CORPORATE PURPOSE. - Deed number seventy thousand nine
hundred and three, granted in this City on January thirty one thousand nine
hundred and eighty one, before Attorney Jorge Sanchez Cordero, at the time
Notary number fifteen of the Federal District, registered with the Public
Registry of Property and Commerce of the Federal District, under commercial
folio number 35,112 (thirty five thousand one hundred and twelve), contains the
formalization of the Minutes of the General Extraordinary Shareholders' Meeting
of the corporation named Inmobiliaria Saro, Sociedad Anonima, which resolved to
amend clause sixth of the Corporate By-Laws by adding paragraph IV-bis (roman
four bis).

Fifth.- TOTAL AMENDMENT OF THE BY-LAWS.- Public Deed number fourteen thousand
and thirty two, granted in this City on May second one thousand nine hundred and
ninety eight, before Attorney Jorge A. Sanchez Davila, Notary number one hundred
and fifty three of the Federal District, registered with the Public Registry of
Property and Commerce of the Federal District, on October three one thousand
nine hundred and eighty eight, under commercial folio number 35,112 (thirty five
thousand one hundred and twelve), contains the formalization of the Minutes of
the General Extraordinary Shareholders' Meeting of the corporation named
Inmobiliaria Saro, Sociedad Anonima, which resolved to carry out a total
amendment of By-Laws, keeping the aforementioned Corporate name, with a term of
ninety-nine years, with Corporate domicile in Mexico City, Federal District, and
a capital stock of forty nine million (old) pesos, Mexican currency.

Sixth. - CORPORATE CONVERSION AND AMENDMENT OF BY-LAWS. - Public Deed number
sixteen thousand eight hundred and twenty three, granted in this City on
February twenty eight one thousand nine hundred and eighty nine, before Attorney
Jorge A. Sanchez Davila, Notary number one hundred and fifty three of the
Federal District, registered with the Public Registry of Property and Commerce
of the Federal District, under commercial folio number 35,112 (thirty five
thousand one hundred and twelve), with the previous permit issued by the
Ministry of Foreign Affairs, contains the formalization of the Minutes of the
General Ordinary and Extraordinary Shareholders' Meeting of the corporation
named Inmobiliaria Saro, Sociedad Anonima, which resolved to transform the

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Corporation into a Corporation of Variable Capital (Sociedad Anonima de Capital
Variable) and therefore, it amended Articles First, Sixth, Seventh, Eighth and
Tenth of its Corporate By-Laws.

Seventh. - CAPITAL INCREASE, CHANGE OF CORPORATE NAME and of the FOREIGNERS
CLAUSE. - Public Deed number twenty five thousand and sixty seven, granted in
this City on December two one thousand nine hundred and ninety one, before
Attorney Jorge A. Sanchez Cordero Davila, Notary number one hundred and fifty
three of the Federal District, registered with the Public Registry of Property
and Commerce of the Federal District, under commercial folio number 35,112
(thirty five thousand one hundred and twelve), with the previous permit issued
by the Ministry of Foreign Affairs, contains the formalization of the Minutes of
the General Ordinary and Extraordinary Shareholders' Meetings of the corporation
named Inmobiliaria Saro, Sociedad Anonima de Capital Variable (Corporation of
Variable Capital), which resolved to increase the capital stock of the
Corporation to the amount of three hundred and forty eight thousand and thirty
six million two hundred and fifty thousand (old) pesos, Mexican currency and
therefore, it was resolved to amend Article Sixth of its Corporate By-Laws,
changed the Corporate name to Grupo SyR, Sociedad Anonima de Capital Variable
(Corporation of Variable Capital), changed the foreigners clause to a foreigners
admission clause and made a complete amendment of By-Laws.

Eighth. - INCREASE OF THE VARIABLE PART OF THE CAPITAL STOCK. - Public Deed
number twenty five thousand one hundred and fifty seven, granted in this City on
December thirteen one thousand nine hundred and ninety one, before Attorney
Jorge A. Sanchez Cordero Davila, Notary number one hundred and fifty three of
the Federal District, registered with the Public Registry of Property and
Commerce of the Federal District, under commercial folio number 35,112 (thirty
five thousand one hundred and twelve), contains the formalization of the Minutes
of the General Ordinary and Extraordinary Shareholders' Meeting of the
corporation named Grupo SyR, Sociedad Anonima de Capital Variable (Corporation
of Variable Capital), which resolved to increase the variable part of the
capital

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stock to the amount of forty six millions one hundred and nine thousand
(old) pesos, Mexican currency.

Ninth. - AMENDMENT OF BY-LAWS. - Public Deed number thirty four thousand seven
hundred and sixty eight, granted in this City on October ten one thousand nine
hundred and ninety five, before Attorney Jorge A. Sanchez Cordero Davila, Notary
number one hundred and fifty three of the Federal District, registered with the
Public Registry of Property and Commerce of the Federal District, under
commercial folio number 35,112 (thirty five thousand one hundred and twelve),
contains the formalization of the Minutes of the General Extraordinary
Shareholders' Meeting of the corporation named Grupo SyR, Sociedad Anonima de
Capital Variable (Corporation of Variable Capital), held on September six one
thousand nine hundred and ninety five, which resolved to amend Articles Sixth
and Twenty Ninth of its Corporate By-Laws.

Tenth. - DECREASE AND INCREASE OF CAPITAL STOCK AND TOTAL AMENDMENT OF CORPORATE
BY-LAWS. - Public Deed number forty thousand eight hundred and fifteen, granted
in this City on August eight one thousand nine hundred and ninety seven, before
Attorney Jorge A. Sanchez Cordero Davila, Notary number one hundred and fifty
three of the Federal District, registered with the Public Registry of Property
and Commerce of the Federal District, under commercial folio number 35,112
(thirty five thousand one hundred and twelve), contains the formalization of the
Minutes of the General Extraordinary Shareholders' Meeting of the corporation
named Grupo SyR, Sociedad Anonima de Capital Variable (Corporation of Variable
Capital), held on July twenty four one thousand nine hundred and ninety seven,
which resolved to decrease and increase the capital stock of the Corporation, in
order to be equal to the amount of one hundred million pesos, Mexican currency
and to amend the totality of the Corporate By-Laws.

Eleventh. - TOTAL AMENDMENT OF CORPORATE BY-LAWS. - Public Deed number fifty
thousand six hundred and thirty two, granted in this City on September three one
thousand nine hundred and ninety nine, before Attorney Jorge A. Sanchez Cordero

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Davila, Notary number one hundred and fifty three of the Federal District,
registered with the Public Registry of Property and Commerce of the Federal
District, under commercial folio number 35,112 (thirty five thousand one hundred
and twelve), contains the formalization of the Minutes of the General
Extraordinary Shareholders' Meeting of the corporation named Grupo SyR, Sociedad
Anonima de Capital Variable (Corporation of Variable Capital), held on February
the first one thousand nine hundred and ninety nine, which resolved to amend the
totality of the Corporate By-Laws, stating that the Corporate name remained as
Grupo SyR, Sociedad Anonima de Capital Variable (Corporation of Variable
Capital), with corporate domicile in Mexico City , Federal District, indefinite
term, a variable capital stock and a minimum fixed capital stock equal to one
hundred million pesos, Mexican Currency, represented by one hundred million
common shares, without expression of their par value, and a variable part which
may never exceed ten times the minimum fixed part of the capital stock, and a
foreigners admission clause.

Twelfth. - MERGER, CHANGE OF NAME AND TOTAL AMENDMENT OF THE CORPORATE BY-LAWS.
- Public Deed number eighty five thousand six hundred and thirty nine, granted
in this City on September fourteen of the year two thousand, before the
undersigned Attorney Gerardo Correa Etchegaray, Notary Public number eighty nine
of the Federal District, registered with the Public Registry of Property and
Commerce of the Federal District, on September eighteen of the year two
thousand, under commercial folios number 119,176 (one hundred and nineteen
thousand one hundred and seventy six) and 35,112 (thirty five thousand one
hundred and twelve), contains the formalization of the merger of the
corporations named Grupo SyR, Sociedad Anonima de Capital Variable (Corporation
of Variable Capital), as surviving corporation and Grupo Elektra, Sociedad
Anonima de Capital Variable (Corporation of Variable Capital) as merged
corporation, and the surviving corporation changed its corporate name to the
current one of Grupo Elektra, Sociedad Anonima de Capital Variable (Corporation
of Variable Capital) and amended its By-Laws in their entirety.

Thirteenth. - AMENDMENT OF BY-LAWS. - Public Deed number ninety two thousand and
ninety five, granted in this City on August eight of the year two thousand and

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two, before the undersigned Attorney Gerardo Correa Etchegaray, Notary Public
number eighty nine of the Federal District, registered with the Public Registry
of Property and Commerce of the Federal District, on September four of two
thousand and two, under commercial folio number 35,112 (thirty five thousand one
hundred and twelve), contains the formalization of the General Extraordinary
Shareholders' Meeting of the corporation named Grupo Elektra, Sociedad Anonima
de Capital Variable (Corporation of Variable Capital) held on April twenty two,
two thousand and two, which resolved to amend clause eighth regarding the fund
for the repurchase of the Corporation's own shares.

Fourteenth. - TOTAL AMENDMENT OF CORPORATE BY-LAWS. - Public Deed number ninety
two thousand two hundred and sixty four, granted in this City on August twenty
six of the year two thousand and two, before the undersigned Attorney Gerardo
Correa Etchegaray, Notary Public number eighty nine of the Federal District,
registered with the Public Registry of Property and Commerce of the Federal
District, on September six of two thousand and two, under commercial folio
number 35,112 (thirty five thousand one hundred and twelve), contains the
formalization of the General Extraordinary Shareholders' Meeting of the
corporation named "GRUPO ELEKTRA" SOCIEDAD ANONIMA DE CAPITAL VARIABLE
(CORPORATION OF VARIABLE CAPITAL) held on June twenty five, two thousand and
two, which resolved to amend the Corporate By-Laws in their entirety, which
Minutes state that its corporate name remains as "Grupo Elektra" Sociedad
Anonima de Capital Variable (Corporation of Variable Capital) with corporate
domicile in Mexico City, Federal District, with an indefinite term, with a
minimum fixed capital stock of five hundred and fifty eight millions two hundred
and forty three thousand one hundred and sixty pesos, Mexican currency,
represented by two hundred and forty two million two hundred and four thousand
eight hundred common nominative shares, without expression of their par value
and with foreigners admission clause.

BY VIRTUE OF THE ABOVE, the appearing party grants the following:

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                                     CLAUSE

ONLY. - OFFICIAL TRANSCRIPT OF BY-LAWS AS AMENDED. - In order that the Corporate
By-Laws currently governing the Corporation are contained in one single legal
instrument, I, the Notary Public, as per the request of Attorney Rafael
Guillermo Martinez de Ita, make this official transcript, transcribing to such
effect the totality of the aforementioned Corporate By-Laws in effect, which are
worded in the following manner:

                           CORPORATE BY-LAWS IN EFFECT
                                   CHAPTER ONE
                        CORPORATE NAME, PURPOSE AND TERM

ARTICLE ONE. - The name of the Corporation shall be "GRUPO ELEKTRA" which name
must always be followed by the words "SOCIEDAD ANONIMA DE CAPITAL VARIABLE"
(Corporation of Variable Capital) or the abbreviation thereof "S.A. de C.V."

ARTICLE TWO. - The Corporate purpose shall be:

      a)    To incorporate, organize and invest in the capital stock and
            patrimony of all kinds of corporations and associations, of civil
            and commercial nature, as well as in industrial, commercial,
            services, radio concessionaires, tourist or in any other type of
            companies, both domestic or foreign, as well as in participation
            certificates, in accordance with the applicable laws;

      b)    To acquire, transfer and in general negotiate with all kinds of
            shares, social quotas, participations or interests and any other
            securities in accordance with the law;

      c)    To issue, subscribe, accept, endorse, act as guarantor and to
            negotiate with all kinds of negotiable instruments or securities
            permitted by the law;

      d)    To obtain and to grant loans, with or without collateral, not
            including the performance of any actions reserved only to credit
            institutions, in accordance with the Law of Credit Institutions;

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      e)    To grant unconditional guarantees (avales), bonds and security
            interests both on personal or real property, with respect to the
            Corporation's liabilities or third parties' with which the
            Corporation may have business relations;

      f)    To register, acquire, use, and in any manner deal with patents,
            trademarks, commercial names and copyrights; and

      g)    In general, to enter into any kind of actions and agreements of
            civil or commercial nature, to the extent permitted by the laws for
            the fulfillment of the Corporate Purposes.

ARTICLE THREE. - The Corporation shall have a ninety-nine year term.

ARTICLE FOUR. - The Corporate domicile shall be Mexico City, Federal District
nevertheless it may establish agencies and branches anywhere in Mexico or abroad
and to agree conventional domiciles, without implying the change of corporate
domicile.

ARTICLE FIVE. - The Corporation is Mexican. In the event any foreigner acquired
shares of the Corporation, they formally agree with the Ministry of Foreign
Affairs to be considered as Mexicans with respect to the shares that they
acquire or hold, as well as the property, rights, concessions, participations or
interests owned by the Corporation, or to the rights and obligations derived
from the agreements to which the Corporation is a party with Mexican authorities
and not to invoke the protection of their governments, under the penalty, for
failure to comply with the same, of forfeiting the capital interests they have
acquired in favor of the Mexican Nation.

                                   CHAPTER TWO
                            CAPITAL STOCK AND SHARES

ARTICLE SIX. - The capital stock is variable. The total amount of capital stock
is equal to $665,247,179.00 (six hundred and sixty five million two hundred and
forty seven thousand one hundred and seventy nine pesos 00/100 Mexican
currency), which is

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represented by 288,630,604 (two hundred and eighty-eight million six hundred and
thirty thousand, six hundred and four) ordinary common shares without expression
of their par value, bearing full voting rights. The minimum fixed capital stock
without the right of withdrawal, dully subscribed and fully paid is equal to
$558,243,160 (five hundred and fifty-eight million, two hundred and forty three
thousand, one hundred and sixty pesos 00/100 Mexican Currency), represented by
242,204,800 (two hundred and two million, two hundred and four thousand eight
hundred) ordinary common shares, without expression of their par value, bearing
full voting rights and fully subscribed and paid. The variable part shall be
represented, as the case may be, by shares having the same characteristics.

The variable part of the capital stock shall never exceed the amount equivalent
to ten times the amount of the minimum fixed part of the capital stock. The
shares representing the capital stock shall not belong to any particular Series
or type of shares whatsoever, and they may be acquired either by individuals or
companies, both Mexican or foreign. In the event that the aforementioned shares
are subscribed by foreign individuals or companies, they must be subject to the
provisions of Article Five of these By-Laws.

The Corporation may issue non-subscribed shares to be part of the capital stock
and they shall be kept in the Corporation's treasury in order to be allocated as
they are subscribed. The Corporation may issue non-subscribed shares for public
offer, under the terms and conditions of article eighty-one of the Securities
and Exchange Law. In this case, in order to facilitate the Public Placing, an
express waiver of preemptive rights must be made at the Extraordinary
Shareholders' Meeting decreeing the issuance of non-subscribed shares, as
referred to by Article one hundred and thirty two of the General Law of
Commercial Companies. Said agreement shall be extended to any shareholder not
attending the Meeting, hence the Corporation may be freely entitled to place the
shares among the general public, without making the publication provided in the
aforementioned article. Whenever a minority representing at least twenty five
percent of the capital stock may vote against the issuance of non-subscribed
shares, such issuance may not be carried out.

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ARTICLE SEVEN. - The shares representing the minimum fixed capital stock and the
shares representing the variable part of the capital stock, if such is the case,
shall confer their holders equal rights and obligations. Each share shall
entitle its holder to one vote at the Shareholders' Meeting.

ARTICLE EIGHT. - The Corporation may acquire the shares representing its capital
stock, through the Stock Exchange, at the current market price, without being
applicable to the case the prohibition stated in the first paragraph of article
one hundred and thirty four of the General Law of Commercial Companies, provided
the purchase is charged to shareholders' equity, as long as such shares belong
to the Corporation itself or, as the case may be, to the capital stock in the
event it may be resolved to convert such shares into treasury shares, in which
case, a Shareholders' Meeting resolution shall not be necessary.

The General Ordinary Shareholders' Meeting shall expressly determine, for each
fiscal year, the maximum amount of funds that may be allocated to the purchase
of the Corporation's own shares, with the only restriction that the aggregate of
the funds that may be allocated to such purpose, may never exceed the total
balance of the Corporation's net profits, including those withheld. The Board of
Directors shall appoint to such effect the individual or individuals in charge
of the acquisition and placing of the Corporation's own shares.

As long as the shares belong to the Corporation, they may not be represented in
the Shareholders' Meeting of any type.

The Corporation's own shares or the treasury shares referred to by this Article,
regardless of the provisions of the General Law of Commercial Companies, may be
placed among the investing public, without being necessary in this particular
case, to obtain any resolution from the Shareholders' Meeting for the
corresponding capital increase, nor the agreement of the Board of Directors in
regard to the placing of the relevant shares.

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In no event may the acquisition transactions result in the excess of the
authorized percentage pursuant to section II of article fourteen Bis three of
the Securities and Exchange Law, in the case of shares other than common, or in
the failure to comply with the requirements for the maintaining of the
registration in the securities list of the relevant stock exchange.

The purchase and placing of the shares as provided in this Article, the reports
on the same that are to be submitted to the General Ordinary Shareholders'
Meeting, the rules for the disclosure of financial information, as well as the
form and terms in which these transactions may be informed to the National
Banking and Securities Commission, the relevant Stock Exchange and the investing
public, shall be subject to the general provisions issued by the aforementioned
Commission.

ARTICLE NINE. - The Corporation shall keep a Shareholders' Registration Book in
accordance with articles one hundred and twenty eight and one hundred and twenty
nine of the General Law of Commercial Companies, which may be kept by the
Secretary of the Board of Directors of the Corporation, by an institution for
the deposit of securities duly authorized, by a credit institution or by the
person indicated by the Board of Directors. The Corporation shall consider as
the holder of the shares to the individual or company registered as such in the
aforementioned book.

The Shareholders' Registration Book will remain closed during the time periods
comprised from the fifth business day before the date scheduled for the holding
of any Shareholders' Meeting, until and including the day the meeting is
actually held. Registrations may not be entered in the Book during such time
periods.

ARTICLE TEN. - The companies in which the Corporation is a holder of the
majority of their shares or social quotas may not, directly or indirectly,
invest in shares representing the Capital Stock of the Corporation, nor in
shares of any other company that may be a majority shareholder of this
Corporation or that, without having such capacity, they are aware that they are
shareholders of this (sic).

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                                  CHAPTER THREE
                         CAPITAL INCREASES AND DECREASES

ARTICLE ELEVEN. - Except for those capital increases derived from the placing of
treasury shares referred to by Article Eight above, capital increases shall be
carried out by resolution of the ordinary or extraordinary shareholders'
meeting, as the case may be, pursuant to the provisions of this Article.

Increases to the minimum fixed part of the Capital Stock without right of
withdrawal, excepting those derived from the placing of the Corporation's own
shares under the terms of Article Eight of these By-Laws, shall be carried by
resolution of the General Extraordinary Shareholders' Meeting, provided an
amendment to these By-Laws will be necessary. The variable part of the capital
stock of the Corporation may be increased without being necessary to amend the
Corporate By-Laws, by the resolution of the General Ordinary Shareholders'
Meeting, excepting those resulting from the placing of the Corporation's own
shares acquired under the terms of Article Eight of these By-Laws, in which case
the aforementioned resolution will not be necessary. In both cases, the
corresponding Shareholders' Meeting Minutes must be formalized before a Notary
Public. The Shareholders' Meeting shall determine the terms and conditions under
which such increase is to be carried out, observing in any case the provisions
of Article Six of these By-Laws.

The shares issued to represent an increase in the variable part of the capital
stock and which, due to the resolution of the Shareholders' Meeting decreeing
the issuance of the same, must be deposited in the Corporation's Treasury in
order to be allocated as they are subscribed, may be offered for subscription
and payment by the Board of Directors in accordance with the authority conferred
to it by the Shareholders' Meeting.

The shareholders shall have a preemptive right in proportion to the number of
shares they hold, to subscribe the shares issued or the shares that are
outstanding as a consequence of

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the capital increase. This right shall be enforced within fifteen calendar days
following the day on which the corresponding resolutions are published in the
Official gazette of the Federation and in one of the newspapers with the largest
circulation in the corporate domicile, or as of the date of the holding of the
Shareholders' Meeting, in the event that the totality of the shares into which
the capital stock of the Corporation is divided, would have been represented at
the Meeting.

In the event that after the expiration of the term granted by these By-Laws for
the enforcement of the preemptive right, there would still be non-subscribed
shares, these may be offered for subscription and payment to the shareholders
indistinctively, within an additional term of fifteen days following the date on
which the term mentioned in the precedent paragraph expired.

In the event that upon the expiration of the two terms mentioned above for the
subscription and payment of the shares by the shareholders, there would still be
shares without subscription, these may be offered for subscription and payment
to third parties, under the terms and conditions determined by the Shareholders'
Meeting that decreed the capital increase, or under the terms and conditions
determined by the Board of Directors, if the aforementioned Shareholders'
Meeting so resolved, provided that the price at which the shares are offered may
not be lower than the price at which the shares were offered to the shareholders
of the Corporation for their subscription and payment.

Any capital increase must be registered in the Capital Variation Book kept by
the Corporation for such purpose.

ARTICLE TWELVE. - The minimum fixed part of the capital stock may only be
decreased by virtue of the resolution of the General Extraordinary Shareholders'
Meeting and the corresponding amendment to the By-Laws, complying in any case
the provisions of article nine of the General Law of Commercial Companies. The
Minutes of said Meeting must be formalized before a Notary Public and the
relevant deed must be registered with the Public Registry of Commerce of the
corporate domicile of the Corporation.

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Decreases to the variable part of the capital stock may be carried out by
resolution of the General Ordinary Shareholders' Meeting. The corresponding
Minutes must be formalized before a Notary Public and the relevant deed must be
registered with the Public Registry of Commerce of the corporate domicile of the
Corporation. Capital decreases may be carried out in order to redeem losses, to
reimburse the shareholders or to release them from exhibitions not made as well
as in the event of enforcement of the right of withdrawal of shares from the
variable part. The capital stock of the Corporation may never be decreased to
less than the legal minimum amount.

Capital decreases made for the redemption of losses shall be carried out in a
proportional basis in the minimum fixed part and in the variable part of the
capital stock, without being necessary to cancel shares, inasmuch as they do not
express their par value.

The shareholders are entitled to withdraw their capital contributions
represented by the shares of the variable part of the capital stock in whole or
in part, provided that, in addition to comply with the provisions of articles
two hundred and twenty and two hundred and twenty nine of the General Law of
Commercial Companies, the reimbursements of the shares subject matter of the
withdrawal, are carried out at the value resulting the lowest between the
following (i) ninety five percent of the stock exchange value, obtained from the
average of transactions carried out during the last thirty days during which the
Corporation's shares have been offered in the stock exchange, prior to the
effective date of the withdrawal; (ii) and the equity value, according to the
Statement of Financial Position corresponding to the closing of the fiscal year
on which the withdrawal is to become effective, previously approved by the
General Ordinary Shareholders' Meeting.

The payment of the reimbursements shall be mandatory for the Corporation as of
the day following the holding of the Ordinary Shareholders' Meeting that
approved the Statement of Financial Position corresponding to the fiscal year in
which the withdrawal is to become effective. Any capital decrease must be
registered in the Capital Variation Book kept by the Corporation to such
effects. With the prior approval of the General Extraordinary

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Shareholders' Meeting, the Corporation may redeem its shares with distributable
profits, according to the provisions of Article one hundred and thirty six of
the General Law of Commercial Companies.

ARTICLE THIRTEEN. - The definitive or provisional stock certificates shall be
nominative and they may cover one or more shares, they must contain all the
requirements referred to by article one hundred and twenty five of the General
Law of Commercial Companies, as the case may be, as well as an indication
regarding the share Series they belong to, they shall contain a transcript of
Article Six of this By-Laws and the text of the first paragraph of Article 27 of
the Mexican Constitution, and they shall be signed by two proprietary members of
the Board of Directors. The aforementioned signatures may be autographic or
printed in facsimile on condition that, in this case, the original sample of the
respective signatures is deposited with the Public Registry of Commerce of the
corporate domicile. In the case of definitive stock certificates, they must bear
the numbered coupons adhered to them as determined by the Board of Directors.

ARTICLE FOURTEEN. - If the shares of the Corporation were registered with the
Securities Section of the National Registry of Securities of the National
Banking and Securities Commission and consequently, they were offered in the
stock exchange and, in the event the Corporation, either by the resolution
adopted by the Extraordinary Shareholders' Meeting or by the National Banking
and Securities Commission, in accordance with the Law, resolved to cancel the
registration of its shares from such Registry, the majority shareholders, if
any, before such cancellation, shall be obliged to make a public purchase
offering addressed to the minority shareholders of the Corporation, at the price
resulting the highest of the closing average obtained from the transactions
carried out in the Stock Exchange during a thirty day period in which the
Corporation's shares would have been placed, previous to the public purchase
offering or, else at the accounting share value according to the last quarterly
report prior to said offering submitted to the National Banking and Securities
Commission and the Mexican Stock Exchange, Sociedad Anonima de Capital Variable
or at such value as determined by the National

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Banking and Securities Commission taking into consideration the particular
situation of the Corporation.

The majority shareholders of the Corporation shall be exempted from the
obligation above, if the consent of the totality of the shareholders to the
cancellation of said Registration is proven. In order to amend this Article
hereunder, in addition to the necessary approval from the National Banking and
Securities Commission, it shall also be necessary that at the Meeting adopting
such resolution, the favorable vote of the shares representing at least ninety
five percent of the shares entitled to vote is obtained.

In the event that after the public purchase offering has been made and prior to
the cancellation of the registration of the shares in the National Registry of
Securities, the shareholders who are in control of the Corporation, do not reach
the acquisition of one hundred percent of the paid-in capital, must place in
trust for a minimum period of two years, the necessary funds for the exclusive
purpose of purchasing the shares of the investors who did not attend to such
offering, at the same price as in the offering. The relevant information
brochure must contain the terms and conditions of the aforementioned trust.

                                  CHAPTER FOUR
                             SHAREHOLDERS' MEETINGS

ARTICLE FIFTEEN. - The General Shareholders' Meeting is the supreme corporate
body. The Shareholders' Meetings shall be general or special; the general
meetings, may in turn, be ordinary or extraordinary meetings. The extraordinary
meetings shall be those called to deal with any of the business set forth in
article one hundred and eighty two of the General Law of Commercial Companies or
to agree the cancellation of the registration of the shares of the Corporation
with the Securities Section or with the Special Section of the National Registry
of Securities or with any stock exchange, domestic or foreign, at which such
shares may be registered, excepting the cases of exchange systems or other
markets that are not organized as stock exchange; the rest will be ordinary
meetings.

<PAGE>

ARTICLE SIXTEEN. - The calls to Shareholders' Meetings shall be made by the
Board of Directors or by any Statutory Auditor.

Shareholders holding shares with right to vote, inclusive in a limited or
restricted form that represent at least ten per cent of the capital stock may
request in written form, at any time, that the Board of Directors or the
Statutory Auditors call a General Shareholders' Meeting to discuss the business
specified in their request, provided the shareholders who made the call are
entitled to vote the type of business included in the such request, in
accordance with these By-Laws or the law. Any shareholder holding one share
shall be entitled to the same right in any of the cases stated in article one
hundred and eighty five of the General Law of Commercial Companies. In the event
of failure to make the call within fifteen days following the date of the
request, a first instance judge or a District judge of the corporate domicile
shall make the call at the request of the interested parties, who shall exhibit
their shares to such effect.

ARTICLE SEVENTEEN. - The calls to the Shareholders' Meetings shall be published
in the Official Gazzette of the Federation or in one of the newspapers with the
largest number of copies published in the corporate domicile, at least fifteen
days in advance to the date scheduled for the Meeting. The calls shall contain
the Agenda of the Meeting and must be signed by the individual or individuals
who made them, provided that, if made by the Board of Directors, it shall be
sufficient that they bear the Chairman's or the Secretary's signature of said
Board. The Meetings may be held without the publication of the corresponding
call if the totality of the shares entitled to attend and vote is represented at
the time of casting the votes. The Meetings may only deal with the business
included in the Agenda contained in the corresponding call.

The information and documents related to each one of the items contained in the
Agenda must be mad immediately available to the shareholders at no cost, as of
the time of the publication of the call.

<PAGE>

If at a general ordinary or extraordinary meeting, the totality of the
shareholders is present, said Meeting may resolve any kind of business
whatsoever, even those not contained in the relevant Agenda.

ARTICLE EIGHTEEN. - In order to attend to the Meetings, the shareholders shall
exhibit the corresponding admission card that will be issued by the Corporation
at the request of those appearing as holders of shares in the Shareholders
Registration Book, provided they make such request at least twenty four hours in
advance to the time scheduled for the holding of the Meeting, together with the
deposit with the Secretary of the Corporation of the relevant provisional or
definitive stock certificates or the certificates of deposit of said securities
issued by an institution specialized in the deposit of securities, by a credit
institution, whether domestic or foreign or by authorized brokerage houses. The
shares deposited with the Corporation in order to attend the Meetings shall not
be returned until the Meetings are held, against the delivery of the receipt
that may have been issued to the shareholder.

ARTICLE NINETEEN. - The shareholders may be represented at the Meetings by the
individual or individuals they appoint by means of a proxy granted in the forms
made by the Corporation, under the terms of the provisions of article fourteen
bis three, section VI, paragraph (c) of the Securities and Exchange Law.

The Directors and the Statutory Auditors may not represent any shareholders at
the Meetings.

ARTICLE TWENTY. - The Minutes of the Shareholders' Meetings shall be transcribed
to the relevant book and signed by the Chairman and the Secretary of the Meeting
and by the Statutory Auditor in attendance.

ARTICLE TWENTY- ONE. - The Meetings shall be chaired by the Chairman of the
Board of Directors and in his or her absence by the individual appointed by the
shareholders by majority of votes.

<PAGE>

The Secretary of the Board of Directors shall act as Secretary of the Meeting
and, in his or her absence the individual appointed by the majority vote of the
shareholders in attendance at the meeting. The Chairman shall appoint two
tellers in order to count the shares in attendance.

ARTICLE TWENTY-TWO. - The General Ordinary and Extraordinary Shareholders'
Meetings shall be held at least once a month within four months following the
closing of the fiscal year.

In addition to the business of the Agenda, the General Ordinary Shareholders'
Meeting referred to by the precedent paragraph, shall: (i) discuss, approve or
modify and resolve whatever may be appropriate in connection with the report of
the Board of Directors on the financial situation of the Corporation in
accordance with article one hundred and seventy two of the General Law of
Commercial Companies and other accounting documents, including the report of the
Statutory Auditor referred to by article sixty-six of the General Law of
Commercial Companies; (ii) to analyze the report referred to by the general
provision of article one hundred and seventy-two of the General Law of
Commercial Companies, pertaining to the precedent fiscal year, corresponding to
the controlled companies in which the Corporation holds the majority of the
shares or social quotas, whenever the investment value in each one of them
exceeds 20% (twenty per cent) the shareholders' equity according to the
statement of financial position of the Corporation at the closing of the
corresponding fiscal year; (iii) to determine the allocation of profit, if any;
(iv) to appoint the members of the Board of Directors, the Secretary and the
Statutory Auditors and their relative alternates, as well as to determine their
emoluments; and (v) to analyze the report submitted by the Audit Committee to
the Board of Directors, corresponding to the Corporation's precedent fiscal
year.

The extraordinary meetings shall be held whenever they are called to deal with
any of the business of their competence.

<PAGE>

ARTICLE TWENTY-THREE. - In order for a General Ordinary Shareholders' Meeting to
be considered legally convened by virtue of the first call, at least fifty
percent of the totality of the ordinary common shares entitled to vote into
which the capital stock of the Corporation is divided, must be represented at
the Meeting and its resolutions shall be valid when adopted by the majority of
votes of the shares in attendance. In the case of second or later call, the
Ordinary Meetings may be validly held regardless of the number of common shares
entitled to vote that are represented at the Meeting and its resolutions will be
valid when adopted by the majority of votes of the shares in attendance.

TWENTY-FOUR. - General Extraordinary Shareholders' Meetings shall be considered
as legally convened by virtue of first call, if at least seventy five percent of
the totality of the common shares with right to vote into which the capital
stock is divided, are represented in such Meetings, and their resolutions shall
be valid whenever they are adopted by the favorable vote of the shares
representing at least fifty percent of the common shares with the right to vote
into which the capital stock is divided. In the case of second or later call,
the Extraordinary Shareholders' Meetings may be validly held whenever at least
fifty percent of the totality of the common shares with right to vote into which
the capital stock is divided are represented at the Meeting, and their
resolutions shall be valid whenever they are adopted by the favorable vote of
shares representing at least fifty percent of the totality of the common shares
with the right to vote into which the capital stock is divided.

ARTICLE TWENTY- FIVE. - The shareholders holding shares representing at least
ten per cent of the shares in attendance at a meeting, may request that the
voting of any business, with respect to which they do not consider themselves
sufficiently informed, is postponed in accordance to the terms and conditions of
article one hundred and ninety-nine of the General Law of Commercial Companies.

Further, the shareholders holding shares representing at least twenty percent of
the capital stock, may judicially oppose the resolutions of the meetings,
provided the requirements of article two hundred and one of The General Law of
Commercial Companies are complied

<PAGE>

with, being article two hundred and two of the aforementioned law also
applicable to the particular case.

                                  CHAPTER FIVE
                                   MANAGEMENT

ARTICLE TWENTY- SIX. - The direction and management of the Corporation shall be
entrusted to a Board of Directors composed by nine proprietary member and their
respective alternates.

ARTICLE TWENTY-SEVEN. - Every shareholder or group of shareholders representing
at least ten percent of the capital stock, represented by shares with right to
vote, may appoint a Director, in such case, said shareholder or group of
shareholders may not be entitled to vote for the appointment of the Directors to
be appointed by the majority. In the event any shareholder or group of
shareholders enforces such right, the remaining shareholders may only have the
right to appoint the number of Directors left.

When appointing Directors the provisions of article twenty-eighth of these
By-Laws shall always be observed in connection with the characteristics of the
individuals that will become a part of the Board of Directors.

ARTICLE TWENTY-EIGHT. - Out of the nine Directors appointed, five may or may not
be shareholders of the Corporation and they may be officers, employees, or
executives of the same or of any of its affiliates, and they shall be considered
as Related Directors; the remaining four Directors shall be Independent
Directors.

It shall be considered as Independent Directors as the individuals with
expertise, capability and professional reputation and who may not fall in any of
the following premises at the time of their appointment: (i) to be an employee
or executive of the Corporation, including the individuals who may have been in
such positions during the precedent year, (ii) without being employees or
executives and being shareholders of the Corporation, may have

<PAGE>

authority over the executives of the same; (iii) to be advisors of the
Corporation or partners or employees of firms acting as advisors or consultants
of the Corporation or of its affiliates and whose income rely in a significant
manner on this contractual relation (it is understood as a significant income
that representing more than 10% of the total income of the advisor or firm);
(iv) to be clients, suppliers, debtors or creditors of the Corporation or
members or employees of a company that may be an important client, supplier,
debtor or creditor (it is considered that a client or supplier is important
whenever the sales from or to the Corporation represent more than 10% of the
total sales of the client or of the supplier, respectively, also whenever the
amount of the credit may be over 15% of the assets of the Corporation or its
counterpart); (v) to be an employee of a foundation, university, non-profit
association or partnership receiving important donations from the Corporation
(important donations are those representing more than 15% from the total
donations received by the relevant institution); (vi) to be Chief Executive
Officer or a high ranking officer of a company in whose Board of Directors, the
Chief Executive Officer or a high ranking officer of the Corporation, may
participate; and (vii) to be the spouse or concubine, as well as a blood,
affinity or in-law relative up to the first degree of any of the individuals
mentioned in paragraphs (iii) to (vi) above, or up to the third degree, of the
individuals mentioned in paragraphs (i) and (ii) above. Any Director who falls
in any of the aforementioned premises shall also be considered as a Related
Director.

Both the Independent Directors and the Related Directors may be qualified as
Patrimonial Directors, being understood as such as the Directors appointed
because of their capacity as important shareholders (that is to say, direct or
indirect holders of at least 2% of the capital stock of the Corporation), or
those acting as attorneys-in-fact of said important shareholders.

The Directors shall be in office for one year as of their appointment, provided
they may be ratified, nevertheless they shall remain in office until their
successors take office and they shall receive the remuneration previously
determined by the General Ordinary Shareholders' Meeting.

<PAGE>

ARTICLE TWENTY-NINE. - The Board of Directors shall, in their first Meeting held
after the Shareholders' Meeting that appointed them has been held, and in the
event such Shareholders' Meeting failed to make the appointments, appoint among
its members a Chairman and, if it deems it convenient, one or more
Vice-presidents, a Treasurer and a Secretary, provided the Secretary may or may
not be a member of the Board. The temporary or definitive absences of the
Chairman shall be filled by one of the vice-presidents in order of appointment,
if any, and in their absence by any Director; the temporary or definitive
absences of the Secretary shall be filled by the individual appointed by the
Board of Directors.

In such first Board of Directors' Meeting, once the Secretary has been
appointed, he or she must provide the Directors appointed for the first time
with a presentation of and an introduction to their new responsibilities. The
Secretary shall provide, as minimum, information regarding the Corporation, its
financial situation, operational development, as well as the duties,
responsibilities and authority inherent to the position of Director of the
Corporation.

Every member of the Board of Directors shall have the following obligations and
they shall observe the following principles: (i) to inform the Chairman and
Secretary of the Board of Directors of any situation from which a conflict of
interest may result and to refrain from participating in the corresponding
deliberation; (ii) to use the Corporation's assets or services only for the
fulfillment of the corporate purposes and to define clear policies whenever such
assets may be used in personal matters; (iii) to devote the necessary time and
attention to their duties, attending at least to seventy five per cent of the
Meetings they are called to; (iv) to keep in absolute secrecy all the
information that may affect the operation of the Corporation; as well as the
deliberations which take place in the Board; (v) to be mutually informed of
those matters which are important to the Corporation; (vi) to support the Board
of Directors through their opinions, recommendations and orientation derived
from the analysis of the Corporation's performance, so that decisions adopted by
the same, are duly grounded in professional criteria from qualified personnel
having a broader and independent perspective with regard to the operations of
the Corporation.

<PAGE>

The members of the Board of Directors shall be responsible of the resolutions
reached in connection with the business stated in item fifteen of Article
Thirty-three of these By-Laws, excepting the case set forth in article one
hundred and fifty nine of the General Law of Commercial Companies.

The Corporation shall indemnify the members of the Board of Directors in the
event they incur in any liability, without their fault, willfulness or
negligence, as a result of the performance of their respective duties.

ARTICLE THIRTY. - The Board of Directors will hold meetings in Mexico City,
Federal District or, except for acts of God or force majeur cases, in any other
place it deems convenient within the United Mexican States or by means of
video-conference, in this case under the following terms:

The Board of Directors may adopt resolutions without holding a Board of
Directors Meeting, provided, said resolutions are ratified by the totality of
its members, according to the provisions of article one hundred and forty three
of the General Law of Commercial Companies.

The Meetings of the Board of Directors may be held at any time whenever they are
called by the Chairman, two Directors or the Statutory Auditor. The calls to the
Board Meetings shall be made in writing and sent by the Secretary to each
Director at least ten calendar days in advance, via certified mail, telegram,
telex or telecopy acknowledging receipt of the same at the addresses the
Directors may have provided in writing for such purpose. The calls must specify
the time, date and place of the meeting and the corresponding Agenda, and they
shall attach information which is relevant to the decision making in terms of
the Agenda contained in the Call. The Board may validly hold meetings without
the need of previous call whenever the totality of its members is in attendance
at the meeting.

<PAGE>

The Board of Directors may hold valid meetings whenever the majority of its
members are present and their resolutions shall be valid when adopted by the
favorable vote of the majority of the members in attendance at the meeting. In
the event of tie, the Chairman of the Board of Directors shall have a
tie-breaking vote.

The Board of Directors shall meet at least once every three months during each
fiscal year to deal with any matter of its concern and, at least once a year to
define, review and approve the middle and long term strategy of the Corporation,
as well as the budget of the same for the next fiscal year.

ARTICLE THIRTY-ONE. - Minutes of each Board of Directors' Meeting must be
prepared in the corresponding book that shall contain the resolutions adopted
and the signature of the Chairman and Secretary of the Meeting, as well as the
Statutory Auditor's in attendance.

The annual report prepared by the Board of Directors to the Shareholders'
Meeting shall mention the name of the Directors with the capacity as: (i)
Independent Directors; (ii) Patrimonial Directors, indicating in this case
whether they are Related or Independent Directors. The annual report shall
indicate the position of every Director as of the date of such report.

Accordingly, the annual report submitted by the Board of Directors to the
Shareholders Meeting shall contain a special section including a report on: (i)
development of the best corporate practices of the Corporation during the
corresponding fiscal year; (ii) relevant aspects of the works of each
intermediate administration body and the name of their members; (iii) the
professional profile of the Statutory Auditor of the Corporation. The annual
report referred to by this Article, shall be made available to the shareholders
called to the relevant General Shareholders' Meeting.

ARTICLE THIRTY-TWO. - The Chairman of the Board of Directors shall chair the
Meetings of the Board. In the absence of the Chairman, such Meetings will be
chaired, as

<PAGE>

the case may be, by a Vice-president and, in his or her absence by one of the
members appointed by the majority vote the other attending members.

The copies or certificates of the Minutes of the Board of Directors' and the
Shareholders' Meetings, as well as of the entries contained in the
non-accounting corporate books and records and, in general of any document from
the Corporation's files, may be authorized and certified by the Secretary, who
in the absence of another appointee, shall be the permanent delegate to attend
before the Notary Public of his or her choice to formalize the Minutes of the
Shareholders' and Board of Directors' Meetings, as well as to grant in his
capacity as delegate, the powers of attorney conferred by the Shareholders'
Meeting and the Board of Directors. Further, the Secretary shall be responsible
of preparing and transcribing to the relevant books the Minutes of the
Shareholders' and Board of Directors' Meetings of the Corporation, as well as of
the issuance of the transcripts and certifications of the same and of the
appointments, signatures and authority of the officers of the Corporation.

ARTICLE THIRTY-THREE. - The Board of Directors shall be vested with the
following powers and authority:

      1.    The General power of attorney for lawsuits and collections pursuant
            to the terms of the first paragraph of Article two thousand five
            hundred and fifty four of the Civil Code for the Federal District
            and the correlative articles of each and every Civil Code of the
            other states of the Mexican Republic, with all the general powers
            and with the special powers that require a special clause according
            to the Law, including but not limited to the following: to enforce
            any kind of rights and actions before any authority of the
            Federation, the States, the Federal District and the Municipalities,
            in a voluntary jurisdiction, contentious, or mixed action and in the
            case of civil, judicial, administrative or labor authorities,
            whether Conciliation Boards or Arbitration Authorities, local or
            federal; to answer complaints, file exceptions and counterclaims;
            submit to any jurisdiction; make interrogatories and answer the
            same; to file motions for disqualification of judges, court clerks
            and experts and any other individual

<PAGE>

            subject to disqualification according to the Law; to withdraw from
            the merits or from any incident of any remedies or motions and from
            the writ of amparo, which may be filed as many times as may be
            deemed necessary; to offer any kind of evidence; acknowledge
            signatures and documents, object the same and oppose them as
            counterfeit; to attend meetings, hearings and public auctions; to
            make bids, offerings and betterments and to obtain for the
            Corporation the ascription of any kind of properties and under any
            legal title to assign rights; to make criminal complaints and
            accusations; to grant pardon and appear as party in criminal actions
            or to assist the Public Prosecutor when necessary, provided it shall
            have the broadest authority required by the particular case. The
            Board may also represent the Corporation under the terms of articles
            eleven, forty six, forty seven, one hundred and thirty four, roman
            three, five hundred and twenty three, six hundred and ninety two,
            sections first, second and third, seven hundred and eighty six,
            eight hundred and seventy three, eight hundred and seventy four,
            eight hundred and seventy six, eight hundred and eighty three, eight
            hundred and eighty four, and other applicable articles of the
            Federal Labor Law.

      2.    The general power of attorney for acts of administration under the
            terms of the second paragraph of article two thousand five hundred
            and fifty four of the Civil Code for the Federal District and the
            correlative articles of the Civil Codes of the Mexican Republic.

      3.    The general power of attorney for the acquisition and transfer of
            shares and social interests of other companies, provided the Board
            of Directors will need the approval of the Ordinary Shareholders'
            Meeting, to authorize, in every case, the acquisition or transfer of
            such shares or social interests or the exercise of the right of
            withdrawal in the following cases:

            a)    Whenever the acquisition value of shares or social interests
                  of other companies, derived from one or several simultaneous
                  or consecutive acquisitions, exceeds 20% of the shareholders'
                  equity of the Corporation, according to the last statement of
                  financial position of the same;

            b)    Whenever the transferring value of shares or social interests
                  of the other company derived from one or several simultaneous
                  or consecutive transfers,

<PAGE>

                  exceeds 20% of the shareholders' equity of the Corporation,
                  according to the last statement of financial position of the
                  same. The approval of the Ordinary Shareholders' Meeting will
                  also be needed for the transfer of shares or social interests
                  if such transfer results, by virtue of one or more
                  simultaneous or consecutive transactions, in the loss of
                  control of the company whose shares or social interests are
                  being transferred; and

            c)    Whenever the enforcement of the right of withdrawal in the
                  companies of variable capital in which the Corporation is a
                  shareholder, represents by virtue of one or more simultaneous
                  or successive actions, (i) the reimbursement of shares which
                  value exceeds twenty per cent of the shareholders' equity of
                  the Corporation, according to its last statement of financial
                  position; or (ii) the loss of control by the Corporation of
                  the controlled company.

      4.    The general power of attorney to grant, draw and secure any kind of
            negotiable instruments under the terms of Article Nine of the
            General Law of Negotiable Instruments and Credit Transactions,
            provided such instruments are drawn or secured in amounts not
            exceeding twenty percent of the shareholders' equity.

      5.    The general power of attorney for the opening and closing of bank
            accounts in the name of the Corporation as well as to make deposits
            and to draw against them and to appoint the individuals that will
            draw against the same, with the only restrictions stated in these
            By-Laws;

      6.    The General power of attorney for the appointment and removal of the
            Chief Executive Officer of the Corporation, regardless of his or her
            title, provided he or she may have not been appointed by the General
            Ordinary Shareholders' Meeting, as well as to determine his or her
            authority, guarantees, labor conditions and remuneration, with the
            only restrictions stated in these By-Laws;

      7.    To call the General Ordinary, Extraordinary and Special
            Shareholders' Meetings and to enforce their resolutions;

      8.    To confer, within the scope of its own authority, general or special
            powers of attorney, always withholding the exercise of the same, as
            well as to revoke the powers of attorney it may appoint;

<PAGE>

      9.    To appoint and remove the external auditors of the Corporation,
            provided they have not been appointed by the General Ordinary
            Shareholders' Meeting;

      10.   To establish branches and agencies of the Corporation anywhere in
            Mexico or abroad.

      11.   To authorize both, the temporary acquisition of shares representing
            the capital stock of the Corporation against the fund for the
            acquisition of the Corporation's own shares, under the terms of
            theses By-Laws, and their later placement;

      12.   To formulate internal work rules;

      13.   To carry out any actions and transactions that may correspond to it
            in accordance with the laws and these By-Laws and;

      14.   To approve, in a yearly basis, the budget of the Corporation as well
            as to approve any modifications to the same and any outstanding
            concepts.

      15.   To approve transactions that may differ from the ordinary course of
            business of the Corporation and that are intended to be entered
            between the Corporation and its shareholders with individuals who
            are a part in the administration of the Corporation and with whom
            said individuals may have economic links or as the case may be, may
            be blood or legally related up to the second degree, the spouse or
            concubine; the purchase or sale of ten percent or more of the total
            assets; the granting of securities in an amount over thirty per cent
            of the assets, as well as transactions other than the above,
            representing more than one per cent of the Corporation's assets.

ARTICLE THIRTY-FOUR. - The Corporation may have intermediate administration
bodies that shall be called Committees. Each Committee shall be composed of
three members of the Board of Directors of the Corporation, who will act
independently among them as a collegiate body, provided that out of said three
members, two must be independent directors. The members of the committees shall
be in office for one year, unless they are removed from their positions by the
Board of Directors, which resolve on their participation in the committees,
provided further that such members shall remain in office until the individuals
appointed as their substitutes take office; they may be reelected

<PAGE>

and will receive the remunerations determined by the General Ordinary
Shareholders' Meeting.

The Committees shall meet as often as the General Ordinary Shareholders' Meeting
may determine, whenever they are called by the Board of Directors, or by the
Chairman of the Committee or 2 (two) of its members. The calls for the Meetings
of the Committees may be made in writing and sent to each member as the case may
be, as well as the Statutory Auditor or Auditors of the Corporation, at least
five calendar days in advance to the date of the corresponding Meeting in first
call, and at least one calendar day in advance to the date of the corresponding
Meeting in second or later call, to the address of each and every member
recorded at the Corporation or to the place or places that the may have
indicated for such purpose.

The calls shall specify the date, time, and place of the meeting, the agenda and
shall be signed by the Secretary of the Board of Directors or by the individual
appointed by such Board, by the Chairman of the Committee, or by the members of
the respective committee making the call.

No call will be necessary in the event that the totality of the members of the
relevant committee attended the Meeting.

The resolutions adopted at a Meeting of any Committee shall be valid: (i) in
first call, with the favorable vote of the majority of their members; (ii) in
second call, by the unanimous vote and, in the event of a tie, the Independent
Director shall have a tie-breaking vote; and (iii) in third call, by the number
of members of the relevant committee attending the Meeting.

Minutes of every Meeting held will be prepared in the corresponding Committee's
Meetings Minutes Book. The aforementioned Minutes shall be signed by the person
who chaired the Meeting and by the person who acted as Secretary of the same, as
well as by the

<PAGE>

Statutory Auditor or Auditors of the Corporation who must always attend the
Meetings with the right to be heard but not to vote.

The Committees shall have the authority conferred to them by the General
Ordinary Shareholders' Meeting and by the Board of Directors, whenever it may be
determined by the Shareholders' Meeting, subject to the legal provisions in
effect and to the following paragraph. The title as Member of the Committee may
only be conferred to Members of the Board of Directors.

The Committees may not carry out activities reserved by the Law or theses
By-Laws to the Shareholders' Meeting or to the Board of Directors and they may
not delegate to any person the aggregate of their powers, however they may
appoint persons to enforce their resolutions. In the absence of said indication,
both the Chairman and the Secretary of the relevant Committee, as the case may
be, will be authorized to enforce them.

The Committees must timely inform the Board of Directors, through the Chairman
of the relevant Committee, and at least on yearly basis, of the resolutions
adopted by the same or whenever any event or actions of importance, at the
consideration of the own Committee, may arise.

The Corporation shall have an Audit Committee, which shall be composed by
Directors, provided the majority of such Directors must be independent and it
shall rely on the attendance of the Statutory Auditor or Auditors of the
Corporation, who shall attend the Committee with the right to be heard but not
to vote. The Audit Committee shall have the following duties, among others: (i)
to prepare an annual report on their activities and submit it to the Board of
Directors; (ii) to give their opinion on transactions carried out with related
parties; (iii) to postpone the retention of independent advisors in the cases it
may deem convenient, to express their opinion on the transactions referred to by
item fifteen of Article Thirty Three of theses By-Laws.

<PAGE>

ARTICLE THIRTY-FIVE. -The Corporation shall have a Chief Executive Officer who
shall be appointed by the Shareholders' Meeting. The Chief Executive Officer of
the Corporation, upon his or her appointment, will be the executive of higher
rank of the Corporation and will be vested with the authority granted to him or
her by the Shareholders Meeting.

                                   CHAPTER SIX
                                    OVERSIGHT

ARTICLE THIRTY-SIX. - The oversight duties of the Corporation shall be entrusted
to a Statutory Auditor and his or her alternate who shall be appointed by the
General Ordinary Shareholders' Meeting. The Statutory auditor does not need to
be a shareholder of the Corporation and shall be appointed every year, may be
reelected once or more and shall continue in office until the individual
appointed for his or her substitution takes office. The Statutory Auditor shall
have the authority and duties set forth by the Law and theses By-Laws.

The holders of shares representing at least ten per cent of the capital stock
may appoint a Statutory Auditor. The appointment of the Statutory Auditor made
by the shareholders as hereunder stated may be revoked only upon the revocation
of the appointment of the others.

                                  CHAPTER SEVEN
                      FISCAL YEAR AND FINANCIAL INFORMATION

ARTICLE THIRTY-SEVEN. - The fiscal year of the Corporation shall be a
twelve-month period commencing on January 1st and ending on December 31st of
every year.

ARTICLE THIRTY-EIGHT. - The Board of Directors will prepare at least the
following information, within a period of three months following the closing of
each fiscal year:

<PAGE>

      a)    A report of the Board of Directors on the progress of the
            Corporation in the fiscal year, as well as on the policies followed
            by the Board itself, and, as the case may be, on the main existing
            projects;

      b)    A report stating and explaining the main accounting and information
            policies and criteria followed in the preparing of the financial
            information;

      c)    A statement showing, duly explained and classified, the results of
            the Corporations during the fiscal year;

      d)    A statement showing the changes in the financial situation during
            the fiscal year;

      e)    A statement showing the changes in the entries composing the
            Corporation's assets; and

      f)    The notes that are necessary to complete and clarify the information
            provided by the aforementioned statements.

                                  CHAPTER EIGHT
                               PROFITS AND LOSSES

ARTICLE THIRTY-NINE. - The net profits, if any, shown in the Balance Sheet,
shall be allocated in the following manner:

      1.    Five per cent will be separated to constitute or refund, as the case
            may be, the legal reserve fund, until such fund equals twenty
            percent of the paid-in capital;

      2.    The amount that the General Ordinary Shareholders' Meeting may
            determine, as the case may be, shall be separated to constitute
            special, additional or outstanding funds including a reserve for the
            acquisition of the Corporation's own shares referred to by section
            first of Article fourteen bis three of the Securities and Exchange
            Law.

      3.    The necessary amount from the balance shall be applied to the
            payment of dividends, if any, which may be determined by the General
            Ordinary Shareholders' Meeting.

      4.    The surplus, if any, shall be made available to the Meeting or to
            the Board of Directors if the Meeting so determines. The
            Shareholders' Meeting or as the case may be, the Board of Directors'
            Meeting shall apply the surplus as it may deem convenient in the
            benefit of the Corporation and its shareholders.

<PAGE>

ARTICLE FORTY. - The losses, if any, shall be born by all the shareholders in
proportion to the number of shares they hold, provided their responsibility
should be limited to the amount of their contributions.

                                  CHAPTER NINE
                           DISSOLUTION AND LIQUIDATION

ARTICLE FORTY-ONE. - The Corporation shall be dissolved in any of the cases set
forth in article two hundred and twenty nine of the General Law of Commercial
Companies.

ARTICLE FORTY-TWO. - Upon dissolution, the Corporation shall be placed under
liquidation, which shall be entrusted to one or more liquidators, as determined
by the Shareholders' Meeting. The Board of Directors shall perform the
liquidation duties until the appointment of the liquidator or liquidators has
been registered with the Public Registry of Commerce and until said liquidator
or liquidators have taken office. The liquidation of the Corporation shall be
carried as stated in the General Law of Commercial Companies, however the
Shareholders' Meeting resolving on the dissolution may provide other rules that
in addition to those contained in the laws and the rules of these By-Laws are to
determine the performance of the liquidators.

General Ordinary Shareholders' Meetings shall be held during the liquidation
period, in the same manner as it has been provided for these types of Meetings
during the ordinary course of business of the Corporation. The liquidators shall
be vested with the same authority as the Board of Directors and shall have the
duties provided by the General Law of Commercial Companies for such positions.
The Statutory Auditor shall perform during the liquidation of the Corporation
the same duties as those he or she performs during the ordinary course of
business of the Corporation.

<PAGE>

                                   CHAPTER TEN
                           JURISDICTION AND COMPETENCE

ARTICLE FORTY-THREE. - The Courts of Mexico City, Federal District, shall be the
only competent Courts for the enforcement of theses By-Laws. For such purpose,
the shareholders of the Corporation, their Administrators, Directors and
Statutory Auditors, expressly submit themselves to the jurisdiction and
competence of said Courts for the resolution of any controversy that may arise
between any of them and the Corporation, waiving any other jurisdiction or venue
that may correspond to them by virtue of their present or future domiciles or by
any other reason.

PERSONAL DATA. - The appearing party expressed under oath to be Mexican by
birth, born in the City of Puebla, State of Puebla, on August three one thousand
nine hundred and seventy two, married, lawyer with address at Avenida Insugentes
Sur number three thousand five hundred and seventy nine, Colonia La Joya,
Delegacion Tlalpan, zip code number fourteen thousand, in this City.

I, THE NOTARY, ATTEST:

      I.    The above transcription and insertions coincide with their original
            documents referred hereunder;

      II.   That I verified the identity of the appearing party, as it is
            determined in the Identification Insertion attached to the appendix
            of this instrument under letter A and, who to the best of my
            knowledge, is legally capable:

      III.  That I informed him as to the penalties incurred by those who make
            misrepresentations before a Notary Public, as referred to in the
            Criminal Code for the Federal District;

      IV.   That I informed him to be entitled to reading this instrument
            personally and to have it explained by the Notary;

<PAGE>

      V.    That this instrument was read to him, that I identified my self as
            the Notary Public and explained to the appearing party the value,
            consequences and legal scope of the content of this instrument and
            he expressed to be fully aware of the same; and

      VI.   That he expressed his consent and signed it on June four of the year
            two thousand and three, date on which I authorize this instrument. I
            attest. -

SIGNATURE OF ATTORNEY GUILLERMO MARTINEZ DE ITA. - SIGNATURE OF THE NOTARY
PUBLIC. - The authorizing seal.
THIS COPY WAS TAKEN FROM THE ORIGINAL PROTOCOL AT MY OFFICE CONTAINING
TWENTY-FIVE USEFUL PAGES, FOR THE CORPORATION NAMED GRUPO ELEKTRA SOCIEDAD
ANONIMA DE CAPITAL VARIABLE, AS A CERTIFIED COPY. DULY REVISED AND CORRECTED. -
I ATTEST. - MEXICO CITY, JUNE FOUR OF THE YEAR TWO THOUSAND AND THREE.-

COMPLEMENTARY NOTES:

FIRST.- On this date I issued the first certified copy in 25 useful pages each
for the Corporation named GRUPO ELEKTRA SOCIEDAD ANONIMA DE CAPITAL VARIABLE, as
a certified copy, I Attest.- Mexico, June 4, 2003.

                          PUBLIC INSTRUMENT CONTAINING:
THE OFFICIAL TRANSCRIPT OF THE BY-LAWS IN EFFECT OF "GRUPO ELEKTRA" SOCIEDAD
ANONIMA DE CAPITAL VARIABLE, in one single instrument.