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                                                                     Exhibit 1.1

                              (English translation)
                              ---------------------

                         (For information Purposes only)
                         -------------------------------

                  BY-LAWS OF CORPORACION DURANGO, S.A. DE C.V.

                              (AS OF JUNE 10, 2002)

                                   CHAPTER ONE

                      NAME, PURPOSES, DOMICILE AND DURATION

ARTICLE FIRST. The name of the corporation is "Corporacion Durango" which always
shall be followed by the words "Sociedad Anonima de Capital Variable" or the
abbreviation "S.A. de C.V."


ARTICLE TWO. The Company has the following purposes:

1. To promote, incorporate, organize and participate in the capital and
patrimony of any kind of commercial or civil corporations, partnerships,
associations or industrial, commercial, service or any other type of
enterprises, either Mexican or non-Mexican, as well as to participate in the
management or liquidation thereof.

2. To acquire, sell or carry out all other legal acts concerning stock,
certificates of participation, bonds, debentures, partnership interests and all
type of securities issued by Mexican and non-Mexican corporations.

3. The acquisition, establishment and lease of any type of personal and real
property that may be required for the fulfillment of the corporate purpose and
the execution of the acts and agreements that may be required or appropriate for
such purpose, being able to acquire, dispose of and lease, whether for
consideration or without consideration, by any legal means, all kinds of
personal property, real property and equipment.

4. To obtain, register, buy, lease, hold, use, introduce, sell, assign or
otherwise dispose of all types of trademarks, commercial names, patents,
inventions, improvements and products used in connection therewith and which may
be obtained under Mexican or non-Mexican registrations or patents or in any
other manner use, exercise, take advantage of, obtain benefits from or grant
licenses in respect to such trademarks, patents, licenses and the like.

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5. To have representations, in the Mexican Republic or abroad, as commissioner,
intermediary, factor, legal representative or attorney in fact for all kinds of
corporations or individuals.

6. To grant and obtain credits, whether secured or unsecured, and issue credit
instruments, including debentures in accordance with law, as well as to apply
for and obtain surety bonds and insurance of all type and to discount credit
instruments and invoices.

7. To create or grant guaranties for obligations contracted by the corporation
or by third parties in which the Company has a participation, whether direct or
indirect.

8. To enter into and perform all kinds of acts and civil and commercial
agreements related to the aforementioned, activities and as permitted by law.

ARTICLE THREE. The company shall have its domicile in Mexico City, Federal
District, although it may establish representative or branch offices within the
Mexican Republic and abroad, without its domicile deemed to have changed
thereby.

ARTICLE FOUR. The duration of the company is 99 years, commencing on January 22,
1982.

ARTICLE FIVE. Any foreigner who at the time of incorporation or at any time
thereafter, acquires a corporate interest or participation in the corporation
shall be considered by that fact alone as Mexican with respect to such interest
or participation and it shall be understood that he agrees not to invoke the
protection of his Government under penalty, in case of failure to comply with
such agreement, of forfeiture of such interest or participation in favor of the
Mexican Nation.

                                   CHAPTER TWO

                     CAPITAL STOCK, SHARES AND SHAREHOLDERS

ARTICLE SIX. The social capital is variable. The minimum fixed capital not
subject to withdrawal, is $699,713,629.00 (Six Hundred and Ninety Nine Million,
Seven Hundred and Thirteen Thousand Six Hundred Twenty Nine Pesos National
Currency) represented by 46,610,100 common shares, registered, without par
value, Series "A", all of which are subscribed and paid.

The variable portion of the capital stock shall not exceed ten times the amount
of the minimum fixed capital not subject to withdrawal and shall be represented
by registered common shares without par value.

All the shares shall confer equal rights and obligations to their holders. There
will be two series of shares, the series "A" (or Mexican) shares, which may only
be owned by Mexican individuals or corporations with exclusion of foreigners
Clause or by immigrant

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foreigners who are not related with economic decision centers outside of Mexico,
and the series "B" (or free subscription) shares which may be owned by any of
the persons who own Series "A" (or Mexican) shares as well as by any person that
may be considered foreigners in accordance with the Law of Foreign Investment
(Ley de Inversion Extranjera); provide. However, that the series "B" shares
shall not exceed the 49% of the capital stock of the Company and, at all times,
at least 51% of the capital stock of the Company shall be owned by Mexican
investors. Within the aforementioned imitations, the Ordinary Shareholders
Meeting may convert the Series "A" shares into Series "B" shares or viceversa.

Each issuance of shares as a result of an increase in the capital stock or for
another reason shall constitute a subseries, each of which shall be given a
successive number followed by the year, except to the extent that the
Shareholders' Meeting resolves otherwise.

In no event shall the corporations in which the Company holds a majority of the
shares of stock or interest, directly or indirectly, invest in shares of this
Company or of any other company which is a majority shareholder of this Company
or which, not being such, is considered by the shareholders of the Company to be
such, except to the extent such shares of this Company are acquired by such
companies in connection with stock option plans which have be en granted or
designed, or which may be granted or designed, in favor of the employees of such
companies.

ARTICLE SEVEN. The capital stock may be increased by resolution of the
Extraordinary or Ordinary General Meeting of Shareholders, as the case may be,
in accordance with the rules set forth in this Article.

Increases of the minimum fixed capital of the Company shall only be resolved,
and the limits on the variable portion shall only be modified, by resolution of
the Extraordinary Meeting of Shareholders and the consequent amendment of these
By-laws.

The Company may increase the capital and issue non-subscribed shares for their
public placement in accordance with the provisions of Article 81 of the
Securities Market Law (Ley del Mercado de Valores).

Increases of the variable capital stock, within the limits provided for in
Article Six of these By-laws, shall be resolved by the Ordinary General Meeting
of Shareholders, the corresponding minutes having to be formalized before a
Notary Public, without these By-laws having to be amended nor the respective
deed having to be registered with the Public Registry of Commerce. No increase
shall be resolved until all shares previously issued are fully paid. When taking
the respective resolutions, the Meeting of Shareholders which resolves upon the
increase, or any subsequent Meeting of Shareholders, shall establish the
conditions and basic terms in accordance with which such increase must be
carried out.

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Shares issued by virtue of an increase of the variable portion of the capital
stock and which, by resolution of the Meeting of Shareholders which decides upon
their issuance, are deposited with the treasury of the Company in order to be
delivered upon subscription, may be offered for subscription and payment by the
Board of Directors in accordance with the capacity granted to the Board of
Directors by the Meeting of Shareholders, in all events granting to the
shareholders of the Company the preemptive rights referred to in this article.

Increases of capital stock may be effected through the capitalization of
reserves, of profits pending to be applied or of surplus, or by payment in cash
or in kind. In the case of increases by capitalization of reserves, of profits
pending to be applied or of surplus, all of the holders of subscribed, paid and
outstanding shares at the time of such increase shall have a preemptive right to
subscribe a proportional part to their actual holdings of the shares being
issued.

In the case of increases through payment in cash or in kind, the shareholders
who hold subscribed, paid and outstanding shares at the time the increase is
resolved, shall have a preemptive right for the subscription of the new shares
being issued or offered, during a term of fifteen days commencing on the date of
the publication of the notice of the increase in the official newspaper of the
domicile of the company and in one of the newspapers of general circulation in
said domicile of the company, or commencing on the date when the Meeting of
Shareholders is held, in the event that the entirety of the shares representing
the capital stock was represented in such Meeting of Shareholders.

In the event that, after the expiration of the term during which the
shareholders must exercise the preemptive rights granted to them pursuant to
this Article, shares remain unsubscribed, such shares shall be offered for their
subscription and payment in the terms and conditions set forth by the same
Meeting of Shareholders which had resolved upon the increase or in the terms
provided therefor by the Board of Directors, as the case may be, at a price
which shall not be less than that at which the shares are offered to the
shareholders of the Company for their subscription and payment.

All increases of the capital stock must be registered in the capital register
ledger which the Company shall maintain for such purpose.

ARTICLE EIGHT. All reductions in the fixed portion of the capital stock shall be
resolved by the Extraordinary Meeting of Shareholders and the subsequent
amendment to the By-laws in compliance with Article Nine of the General Law of
Commercial Companies (Ley General de Sociedades Mercantiles). Except in the case
where a reduction in the capital stock results from the exercise of the right of
withdrawal referred to in Article Nine hereof, reductions of the variable
capital may be effected by resolution of the Ordinary Meeting of Shareholders
with the sole formality that the corresponding minutes shall be formalized
before a Notary Public, without the need to register the respective deed with
the Public Registry of Commerce.

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Reductions in the capital stock may be effected in order to absorb losses, to
reimburse the shareholders for partial payments for stock subscriptions which
have not been carried out and in the event that the shareholders exercise the
right of withdrawal referred to in this Article Nine hereof. The reductions of
capital in order to absorb losses shall be effected without the need to cancel
shares, given the fact that the latter do not have a par value.

A reduction of the variable capital stock may be effected by means of the total
or partial withdrawal of the contributions made by the shareholders, upon prior
notification to the Company of its proposal for withdrawal, which withdrawal
shall be effective at the end of the then current fiscal year if the
notification is received before the last quarter of such fiscal year and until
the end of the subsequent fiscal year if it is received later. Nevertheless, the
shareholders shall not exercise their right of withdrawal if, as a result, the
fixed capital stock which is not subject to withdrawal, would be affected.

In the event that the Company receives requests for withdrawal which would
result in a reduction of the capital stock to a level below the minimum thereof,
the Company shall be required to satisfy only those requests which do not have
such result, giving preference to those which are received first.

In the event that the Company simultaneously receives several requests for
withdrawal which would have the effect of reducing the capital stock to a level
below the minimum thereof, then the Company shall only reimburse those shares
the reimbursement of which will not cause the reduction of the capital stock to
a level below the minimum thereof and such reimbursement shall be carried out,
with respect to each shareholder making the request, in a manner which is
proportional to the number of shares the reimbursement of which has been
simultaneously requested.

The procedure for the exercise of the right of withdrawal, in addition to being
governed by Article 220 and Article 221 of the General Law of commercial
Companies (Ley General de Sociedades Mercantiles), shall be subject to the
requirement that the corresponding reimbursement shall be the lower of the
following two values: (1) 95% of the value of the price quoted on the Mexican
Stock Exchange calculated as the average for the transactions which have been
effected during the thirty days in which the shares of the Company shall have
been quoted prior to the date on which the withdrawal is to take effect or (2)
the book value of the shares in accordance with the year end statement of
financial position pertaining to the fiscal year in which the withdrawal is to
take effect, which statement shall have been previously approved by the ordinary
General Meeting of Shareholders.

Reimbursement shall be payable by the Company commencing on the day subsequent
to that of the Ordinary General Meeting of Shareholders which has approved the
statement of financial position pertaining to the fiscal year in which the
withdrawal is to take effect.

All reductions of the capital stock shall be registered in a specific ledger
that the Company shall maintain for such events.

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ARTICLE NINE. The Company may acquire shares representing its own capital stock
in accordance with Article 14 Bis of the Securities Market Law and related
provisions or for their amortization with distributable profits, in accordance
with Article 136 of the General Law of Commercial Companies (Ley General de
Sociedades Mercantiles), without reducing its capital stock. The designation of
those shares which are to be amortized or repurchased, as the case may be, shall
be effected by means of their acquisition on the stock Market under the terms
and conditions which are decided upon by the Meeting of Shareholders or by the
Board of Directors, as the case may be. The certificates of the shares which are
amortized pursuant to such article 136 shall be canceled.

ARTICLE TEN. Prior to the cancellation of the shares registration with the
National Registry of Securities and Intermediaries, whether by application made
by the Company or by resolution adopted by the National Securities Commission in
terms of law, the majority stockholders of the Company shall have the obligation
to make a public purchase offer to the minority stockholders, at the higher of
the price resulting from the closing average for transactions which have been
effected during the thirty days in which the shares have been quoted prior to
the date of the offer, or the book value of the shares in accordance with the
last quarterly report filed with the National Securities Commission and the
Mexican Stock Exchange (Bolsa Mexicana de Valores. S.A. de C.V.)

The majority stockholders of the corporation shall not be bound to make the
above mentioned public offer if there is evidence that the entirety of the
stockholders consent to the cancellation. In all cases, the vote of 95% of the
capital stock and the approval of the National Securities Commission are
required to amend this Article.

ARTICLE ELEVEN. Provisional or definitive shares shall be represented by
certificates which must contain the text of Article Five of these bylaws and
which must fulfill the requirements of Article 125 of the General Law of
Commercial Companies and Article Fifteen of the Foreign Investments Law. Such
certificates may comprise one or more shares and shall be handwritten or
facsimile signed by the Chairman and any other member of the Board of Directors,
subject to the condition that in the case of facsimile, the handwritten
signatures be deposited in the Public Registry of Commerce in which the Articles
of Incorporation and bylaws are registered. The definitive certificates shall
include coupons numbered in sequence; the provisional certificates may or may
not contain coupons. The definitive or provisional certificate characteristics
shall be determined by the Board of Directors that may also determine on the
issuance of new certificates for substitution of those outstanding at the time
of the resolution. The definitive certificates shall be issued within 180 days
from the day of incorporation or the issuance or exchange resolution.

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                                  CHAPTER THREE

                AS TO THE MANAGEMENT AND AUDITING OF THE COMPANY

ARTICLE TWELVE. The management of the Company shall be vested in the Board of
Directors comprised of such number of members as may be determined by the
Shareholders, which shall not be less than five nor more than fifteen, which
Shareholders may designate such alternate members as it may deem appropriate. If
designations are made in order to substitute a determined regular member, then
the alternate member shall only substitute for the specific regular member
involved. Otherwise, the alternate members shall commence their functions in
accordance with the sequence in which they are designated. The mentioned
substitution rules shall not apply for the Chairman substitution that always
shall be substituted by the Vice Chairman or if unavailable, by the first
regular member in accordance with the sequence of designation.

Substitution shall take effect in case of resignation or incapacity of the
regular members. The alternate member shall continue to hold office until the
end of the incapacity of the regular member or, until the Shareholders makes a
new designation, as the case may be.

In order to divulge the regular activities of the Board of Directors, the
alternate members shall receive the same information that the regular members
obtain from time to time.

The Board of Directors shall designate from amongst its members one to hold the
office of the Chairman of the Board of Directors, the Vice Chairman, the
Secretary and the Assistant Secretary of the Board of Directors, provided that
the latter may or may not be members of the Board of Directors.

The Director General and such other officers appointed by the Board of Directors
shall enjoy those powers which are granted to them in the act which designated
them. The individuals holding those titles may be shareholders, members of the
Board of Directors, members of other administrative bodies of the corporation,
or individuals from outside of the corporation.

The Chairman of the Board of Directors shall have those powers and duties which
are granted to him or her by law and by these by-laws and, in particular, he or
she shall have the duty of complying with, and causing compliance with, all laws
and these by-laws and the resolutions of the Shareholders and of the Board of
Directors.

ARTICLE THIRTEEN. In order to support and guaranty the proper adoption of
management resolutions in the areas of auditing, remuneration and planning and
finance, there shall be committees in each of such areas. The Shareholders shall
have the power to designate between three and seven members of the Board of
Directors to be part of the audit, remuneration and finance and planning
committees. The Shareholders shall also designate the President of each such
committees.

The Shareholders may additionally designate other members of the Board of
Directors or alternates of such Board to act as alternate members of the
mentioned committees for

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temporary or definitive absentees, with the powers that the Shareholders deem
appropriate to develop their functions.

The audit, remuneration and finance and planning committees shall act and adopt
any resolution by majority vote. In case of conflict of interest the members
involved shall not participate. The committees shall have such powers
specifically granted by the Shareholders and shall participate in such studies,
advisement, and additional matters submitted by the Board of Directors in
addition to the following general functions:

The remuneration committee shall recommend designations of Director General and
main officers of the Company; suggest evaluation criteria in accordance with the
general outlines of the Board of Directors; and analyze and submit to the Board
of Directors the structure and remuneration of the main officers.

The audit committee shall recommend to the Board of Directors the external
auditors of the Company; suggest the terms and conditions of such auditors
service; supervise the auditors work; act as intermediate between the Board of
Directors and the external auditors, and guaranty the independence of said
auditors; review the working plan, communications and audit reports and inform
its results to the Board of Directors; submit to the Board of Directors the
financial information basis, review such financial information and its issuance
process; contribute in the determination of the general outline of the internal
control system and evaluate its effectiveness; support the Board of Directors in
the evaluation and coordination of the annual internal audit programs;
coordinate the internal, external and statutory auditing works; and verify the
compliance of such statutes and regulations applicable to the Company.

The finance and planning committee shall be responsible of evaluate and, if
applicable, suggest the investment and financing policy of the Company; evaluate
and, if applicable, suggest the general outline for the strategic planning of
the Company; submit opinions as of the annual budget; review the adequate use
and implementation of the budget and the strategic plan; and identify risk
factors to the Company and evaluate the policy for its management.

The audit, remuneration and finance and planning committees shall inform to the
Board of Directors of its activities at least twice a year or at any other time
when any committee deems appropriate or becomes aware of any material acts or
facts to the Company.

The audit, remuneration and finance and planning committees shall not delegate
any of its powers to anyone, but may request advise from experts to resolve
adequately such matters submitted to the mentioned committees and, additionally,
the President of each committee, may invite such experts and officers involved
with the particular committee's activities.

The Statutory Auditor must be duly invited to each committee meeting and may
participate in the discussions without voting power.

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ARTICLE FOURTEEN. The members of the Board of Directors and, as the case may be,
the members of the Committees may or may not be shareholders of the Company,
shall remain in office for one year, may be reelected and their terms shall
expire only when their successors are appointed and take office.

ARTICLE FIFTEEN. Any shareholder or a minority group of shareholders who
represents ten per cent of the capital stock, shall have the right to appoint a
regular and alternate member of the Board of Directors. Those who exercise this
right shall not participate in the designation of the remaining members of the
Board of Directors.

The appointment of a member or members of the Board of Directors designated by
the minority shareholders shall only be revoked when the appointment of all of
the other members of the Board of Directors is also revoked.

ARTICLE SIXTEEN. The Board of Directors shall be legally installed if the
majority of all of its members is present and its resolutions shall be valid if
adopted by a majority of votes cast by the members present.

In the event of a tie, the President shall have the tie-breaking vote.

ARTICLE SEVENTEEN. The Board of Directors shall be responsible for the
management of all of the businesses of the Company and is invested with the
broadest powers for carrying out all of those transactions which may be
necessary and appropriate in accordance with the character and purposes of the
Company, with the exception of transactions for the acquisition or transfer of
shares or those transactions which; consist of the exercise of the right of
withdrawal which pertains to the Company by reason of its equity interest in
companies with variable capital, in which, case the; authorization of the
Ordinary General Meeting of Shareholders shall be required if, in one or more
transactions which are simultaneous or successive, any the following
eventualities arise:

         1) The value of the acquisition of shares of another company, according
to the most recent statement of financial position of such company, exceeds
twenty per cent of the shareholders equity of this Company:

         2) The value of the sale of shares of another company, according to the
most recent statement of financial position of such company, exceeds twenty per
cent of the shareholders' equity of this Company; or

         3) The exercise of the right of withdrawal of companies with variable
capital represents a reimbursement of shares, the value of which, according to
the most recent statement of financial position of such company, exceeds twenty
per cent of the shareholders' equity of this Company.

         The Board of Directors shall have the following powers:

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         a) To carry out all of those transactions which are inherent to the
purpose of the Company or which may be the direct or indirect consequence of
such purpose and to carry out administration and ownership acts.

         b) To represent the Company in judicial and administrative matters and
before all kinds of persons and authorities, with a general power for lawsuits
and collections as well as those general powers, and even those special powers,
which may require a special clause or power of attorney under the law; to
promote and withdraw from any kind of lawsuits, including the "amparo"
litigation; to make and answer depositions, to settle, to submit to arbitration,
to make accusations and to submit complaints in criminal matters and to assist
the Public Prosecutor in order to obtain compensation for damages caused by
punishable acts.

         c) To issue, sign and guarantee all kinds of negotiable instruments.

         d) Create or grant guaranties in the name of the corporation when
deemed appropriate by the obligations incurred by the Company or by third
parties in which the Company has an indirect or direct interest.

         e) To delegate its powers to the Executive Committee or to one or more
members of the Board of Directors for specific activities to be carried out,
indicating to those persons their powers.

         f) To grant general or special powers, whether in delegation or in
substitution of its powers (while retaining its powers, nevertheless), as well
as to revoke them, including those which may be required in order to submit
complaints or accusations in criminal matters and appoint officers as necessary
for the functioning of the Company, and to grant to them those powers which it
may deem necessary, as well as to revoke their appointments.

         g) To create Special Committees, indicating to them their powers;
provided, however, that such committees shall not function as intermediate
bodies of the Company.

         h) To appoint the Director General.

         i) To determine the manner in which the shares owned by the Company
shall be voted in the Ordinary and Extraordinary Meetings of Shareholders of
companies in which it is the holder of the majority of the shares, with the
understanding that the Board of Directors shall not delegate this power.

         In order to vote in favor any acquisition or sale of assets proposal by
and companies in which the Company is the beneficial owner of the majority of
the shares, the Board of Directors shall obtain the Shareholders approval, if
such acquisition or sale transaction or series of related transactions, exceeds
the equivalent to 50% (fifty percent) of the net worth of the company that
propose to enter into such transaction or series of related transactions, except
those transactions to be executed between the

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Company and those companies which majority shares are directly or indirectly
owned by the Company, or between those companies.

         j) To call Special or General Meetings of Shareholders and, to approve
the financial statements of the Company which must be submitted to the Ordinary
General Meeting of Shareholders.

         k) To enter into, amend and rescind agreements.

         l) To accept in the name of the corporation powers of attorney of
Mexican or foreign individuals or corporations.

         m) To open bank accounts and make withdrawals and deposits on such
accounts, to appoint the authorized individuals to use the corporate signature
and to make deposits in the above mentioned bank accounts, or to withdraw
deposits from them with the limits established by the Board of Directors.

         n) To subscribe, accept, endorse and in general, carry out all kinds of
acts with negotiable instruments under the terms of and within the scope
provided by Article 9 (Nine) of the General Law on Credit Transactions and
Negotiable Instruments.

         o) To resolve upon the temporary acquisition of the shares of the
corporation with charge on the shares repurchase reserve, as well as to their
placement with the public, provided that such power is not delegable.

         p) Such other as these By-laws, the General Meeting of Shareholders or
the law may confer to it.


ARTICLE EIGHTEEN. The Board of Directors shall meet, at least, four times a
year, and whenever a Meeting is called by the Chairman or by two members of the
Board of Directors. The Statutory Auditor must be called for all of the sessions
of the Board of Directors and, when attending such sessions, he shall have the
right to participate, but not to vote. The sessions of the Board of Directors
shall be held in Mexico City, Federal District or in any other place, which the
Board of Directors may agree to.

         The notices of meeting for such meetings must be sent to those who are
to attend, at least five days in advance of the date of the event.

         The Agenda of Meeting or a report on the subjects to be deliberated and
resolved must be sent with the notice of meeting, except such information which
disclose may result in any breach of contract or against the Company's benefit.

         Whenever a resolution of the Board of Directors is approved in lieu of
actual Meeting of the Board, such resolution shall have all legal consequences
when taken by unanimous vote, ratify by the members of the Board in writing.

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ARTICLE NINETEEN. The powers and duties of the Secretary of the Board of
Directors shall be the following:

l. To serve in this capacity in the sessions of the Board of Directors and in
the General Meetings of Shareholders.

II. To keep the Company books required by law and such others as may be
necessary in accordance with these Bylaws which are not specifically assigned to
Borne other official or employee of the Company.

III. To formalize before a Notary the minutes of the Shareholders' Meetings and
of the sessions of the Board of Directors when its so directed and when it may
be, appropriate under law; to issue simple copies and certifications or extracts
from the minutes of the sessions of the Board and of the Meetings of
Shareholders, as well as of the items which appear in the books assigned to him,
authorizing them with his signature.

IV. Such other powers as these By-laws confer to him.

ARTICLE TWENTY. The president of the Board of Directors shall chair the sessions
thereof and, in his absence, such sessions shall be presided by the Vice
Chairman or such regular member of the Board of Directors in accordance with the
sequence of designation by the Shareholders. In the absence of the Secretary of
the Board of Directors, the Assistant Secretary or such other person, as the
member of the Board of Directors who chairs the session may designate, shall
serve as Secretary.

ARTICLE TWENTY-ONE. For each session of the Board of Directors, the Secretary
shall keep minutes which shall contain the matters deliberated and the
resolutions taken. Such minutes shall be entered in the respective Book of
Minutes and shall be signed by those who have served as president of the Board
of Directors and as Secretary for the particular session, as well as by the
Statutory Auditors, it they attend. In such Book, the unanimous resolutions
taken without actual reunion shall be included, with the certification by the
Secretary that each member has delivered the written ratification to the
Secretary's office.

ARTICLE TWENTY-TWO. In order to hold office, the members of the Board of
Directors and the members of the committees referred to in Article Thirteen of
these By-laws must guarantee performance of their duties in the terms determined
by the corporate body, which appoints them.

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                                  CHAPTER FOUR

                        AS TO THE AUDITING OF THE COMPANY

ARTICLE TWENTY-THREE. The auditing of the Company shall be the responsibility of
the Statutory Auditor or Auditors designated by the General Meeting of
Shareholders, and they may be shareholders or individuals from outside of the
Company. Such Meeting of Shareholders mar designate such Alternate Statutory
Auditors as it may deem appropriate, who shall commence performing their
functions in the sequence in which they were designated, in the event of the
absence of the Regular Statutory Auditors due to resignation or to the manifest
incapacity of the latter and who shall remain in office until such time as the
incapacity of the holder of the office ends or the Meeting of Shareholders makes
a new appointment, as the case may be.

ARTICLE TWENTY-FOUR. The Statutory Auditor or Auditors shall remain in office
for one year and their term shall expire only when their successors are
appointed and taken office.

ARTICLE TWENTY-FIVE. The Statutory Auditors shall have those powers which are
granted to them by the General Law on commercial Companies (Ley General de
Sociedades Mercantiles).

ARTICLE TWENTY-SIX. In order to hold offices, the Statutory Auditors will
guarantee the performance of their duties in the terms determined by the
corporate body which appoints them.

                                  CHAPTER FIVE

                AS TO THE FISCAL YEAR AND AS TO THE BALANCE SHEET

ARTICLE TWENTY-SEVEN. The fiscal year shall commence on January 1 and end on
December 31 of each year, unless the Extraordinary General Meeting of
Shareholder. resolves otherwise, in accordance with applicable law.

ARTICLE TWENTY-EIGHT. Upon the end of each fiscal year, the Board of Directors
shall prepare financial statements in accordance with Article 172 of the General
Law of Commercial Companies (Ley General de Sociedades Mercantiles), which
financial

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statements must be completed and delivered to the statutory Auditor or Auditors
at latest at the end of the third month following the close of their fiscal year
and, with respect to which, the Statutory Auditor or Auditors must render their
report under the terms of law.

With respect to said financial statements, the procedure utilized in preparing
them, shall be that provided by Article One Hundred and Seventy-Three to Article
One Hundred and Seventy-Seven of said law.

                                   CHAPTER SIX

                       AS TO THE MEETINGS OF SHAREHOLDERS

ARTICLE TWENTY NINE. The General Meeting of Shareholders shall be held in
accordance with the provisions of the General Law of Commercial Companies (Lev
General de Sociedades Mercantiles), the respective notices of meeting having to
be published with indication of the place, date and time of day of the holding
of the meeting and or the subjects to be deliberated, in one of the newspapers
of general circulation in Mexico City, with advance notice of no leas than
fifteen calendar days. Meetings may be held without prior notice of meeting when
the holders of all of the shares are present. If any resolution is adopted by
unanimous decision of the shareholders, without actual meeting, such resolutions
shall be valid and have all its legal effects, as if adopted in a regular
shareholders meeting, provided that such resolutions are ratified in writing by
each shareholder.

The Meeting of Shareholders is the supreme body of the Company and its
resolutions or agreements shall bind all of the other bodies of the Company. The
Ordinary General Meetings of Shareholders shall be held on such date as
determined by the Board of Directors, in all events at least once a year within
the four months following the end of the preceding fiscal year and it shall
discuss the matters mentioned in Article 181 of the General Law of Commercial
Companies (Iev General de Sociedades Mercantiles). Such Meeting of Shareholders
must consider the report referred to in Article 172 of the General Law of
Commercial Corporations (Lev General de Sociedades Mercantiles) relating to the.
immediately preceding fiscal year of the Company or of those companies of which
the Company may be the majority shareholder when the value of the investment in
each one of them, according to the statement of financial position of the
Company pertaining to the close of the fiscal year, exceeds twenty per cent of
the shareholders' equity of this Company.

An Extraordinary General Meeting of Shareholders may be convened at any time in
order to deliberate on any of the matters permitted under Article 182 of the
General Law of Commercial Companies (Ley General de Sociedades Mercantiles).

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         In order for their deliberations and voting to be valid, it shall be
necessary that they satisfy those requirements which are set forth in said law.
The provisions of Article One Hundred and Eighty-Nine to Article One Hundred and
Ninety-Four of the General Law of Commercial Companies (Ley General de
Sociedades Mercantiles) shall be applicable to the Meetings of Shareholders.

ARTICLE THIRTY. In order for the Shareholders to have the right to attend the
Meetings of Shareholders, they must deposit their shares in an institution for
the deposit of securities, leaving them in the possession of the Secretary of
the Board of Directors at his office established at the domicile of the Company
or with any credit institution, either Mexican or Non-Mexican.

The deposit with the Company must be made at least two days in advance of the
day indicated for the Meeting of Shareholders. Against the shares deposited, an
admission card shall be issued for the Meeting of Shareholders which shall state
the number and class of shares applicable to it, the name of the shareholder and
the number of votes which belong to him.

If the deposit is made with a credit institution, also at least two days in
advance of the day indicated for the meeting, the pertinent certification must
be submitted to the, Company, against which the admission card for the Meeting
of Shareholders shall be issued. The shares and certifications presented shall
be returned after the Meeting of Shareholders, in exchange for such receipt as
may have been issued.

ARTICLE THIRTY-ONE. The Meetings of Shareholders shall be chaired by the
president of the Board of Directors and, in the absence thereof, by such person
as mar be designated by the Meeting of Shareholders. The Secretary of the Board
of Directors shall serve as .the Secretary and, in his absence, such persons as
the president mar designate, shall serve as Secretary.

The president shall appoint such Inspectors of Election as he may deem
appropriate in order to pass the pertinent attendance list.

Minutes shall be made of the Meeting of Shareholders, and they shall be signed
by such person chairing the meeting, by such person serving as Secretary, and by
the Statutory Auditor, in the event that he attends.

The copies, certifications or extracts from the minutes of the Meeting of
Shareholders as may be necessary to issue for any reason shall be authorized by
the Secretary of the Board of Directors.

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                                 CHAPTER SEVEN `

                           AS TO THE FINANCIAL RESULTS

ARTICLE THIRTY-TWO. The net profits which are obtained in each fiscal year shall
be disposed of in the following manner:

1. 5% (five per cent) shall be devoted to the establishment of the legal reserve
until reaching the level of one fifth of the capital stock, and should it be
reduced under that level, it shall be reestablished in the same manner.

2. Any amount decided upon by the General Meeting of Shareholders shall be
separated in order to form one or more reserve funds or the stock repurchase
reserve.

3. with respect to the balance, if it exists, it shall be disposed of as the
Meeting of Shareholders may resolve.

                                  CHAPTER EIGHT

              AS TO THE DISSOLUTION AND LIQUIDATION OF THE COMPANY

ARTICLE THIRTY-THREE. The Company shall be dissolved in those cases provided for
in the General Law of Commercial Companies (Lev General de Sociedades
Mercantiles).

ARTICLE THIRTY-FOUR. Upon the dissolution of the Company, it shall be put into
liquidation, of which liquidation one or more receivers who shall be appointed
by the Meeting of Shareholders shall be newly placed in charge.

ARTICLE THIRTY-FIVE. With the exception of that provided for by the General
Meeting of shareholders, the receiver or receivers shall have those powers which
are attributed to them in Article Two Hundred and Forty-Two of the General Law
on Commercial Companies, and shall distribute the remainder among Shareholders
pursuant to Article One Hundred and Thirteen, Article Two Hundred and
Forty-Seven and Article Two Hundred and Forty-Eight of said law.

                               GENERAL PROVISIONS

All of that which is not provided for in these By-laws shall be governed by the
General Law of Commercial Companies (Ley General de Sociedades Mercantiles).

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