A seal that says:
GERARDO CORREA ETCHEGARAY    GERARDO CORREA ETCHEGARAY
Notary Public Number 89        NOTARY PUBLIC NUMBER 89
Mexico, F.D.                         MEXICO, F.D.


                              NOTARY 89 OF THE F.D.
                            GERARDO CORREA ETCHEGARAY
                        PUBLIC INSTRUMENT THAT CONTAINS:
                        --------------------------------

The MERGER of the following companies: "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE
CAPITAL VARIABLE, as MERGED Company that therefore is extinguished and "GRUPO
SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, that therefore it subsists; as a
result of:

         a). The OFFICIAL RECORD of the Minutes of the General Extraordinary
Shareholder's Meeting of "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIBLE,
held on August twenty eight of the year two thousand, containing the resolutions
taken regarding the MERGER and the approval of the MERGER AGREEMENT.

         b). The OFFICIAL RECORD of the Minutes of the General Extraordinary
Shareholder's Meeting of "GRUPO SYR", SOCIEDAD ANONIMA DE CAP1TAL VARIBLE, held
on August twenty eight of the year two thousand, containing the resolutions
taken regarding the following matters:

         1. RE-CLASSIFICATION, RETIREMENT AND CANCELLATION OF THE SHARES
representing the capital stock of the Company;

         2. MERGER formalized in this instrument and the approval of the MERGER
AGREEMENT;

         3. CHANGE OF ITS NAME to "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE;

         4. By-laws TOTAL AMENDMENT.

         5. RE-STRUCTURE AND RE-CLASSIFICATION OF SHARES, as a consequence of
the merger;

         6. SHARES EXCHANGE;

           and 7. Designation of the BOARD OF DIRECTORS' members and of the
           EXAMINER;

           and c). OFFICIAL RECORD OF THE MERGER AGREEMENT of both companies.

Official Records carried out at the request of the Special Delegate of such
Meetings, Mr. Ricardo Martinez Cruz.

NUMBER EIGHTY FIVE THOUSAND SIX HUNDRED AND THIRTY NINE. VOLUME ONE THOUSAND SIX
--------------------------------------------------------------------------------
HUNDRED AND TWENTY FIVE..........COM/REG FOLIO SEVENTY SIX THOUSAND EIGHT
-------------------------------------------------------------------------
HUNDRED AND SIXTY TWO. JVP/RGC/mj.
----------------------------------

In the City of Mexico, on September fourteen of the year two thousand, I,
Gerardo Correa Etchegaray, Notary Public number eighty nine of the Federal
District, put into record:

The MERGER of the following companies: "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE
CAPITAL VARIABLE, as MERGED Company that therefore is extinguished and "GRUPO
SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, that therefore it subsists; as a
result of.

         a). The OFFICIAL RECORD of the Minutes of the General Extraordinary
Shareholder's Meeting of "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE,
held on August twenty eight of the year two thousand, containing the resolutions
taken regarding the MERGER and the approval of the MERGER AGREEMENT.

         b). The OFFICIAL RECORD of the Minutes of the General Extraordinary
Shareholder's Meeting of "GRUPO SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held
on August twenty eight of the year two thousand, containing the resolutions
taken regarding the following matters:

         1. RE-CLASSIFICATION, RETIREMENT AND CANCELLATION OF THE SHARES
representing the capital stock of the Company;

         2. MERGER formalized in this instrument and the approval of the MERGER
AGREEMENT;

         3. CHANGE OF ITS NAME to "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE;

         4. By-laws TOTAL AMENDMENT.

         5. RE-STRUCTURE AND RE-CLASSIFICATION OF SHARES, as a consequence of
the merger;

         6. SHARES EXCHANGE;

            and 7. Designation of the BOARD OF DIRECTORS' members and of the
            EXAMINER;

            and c). OFFICIAL RECORD OF THE MERGER AGREEMENT of both companies.

Official Records carried out at the request of the Special Delegate of such
Meetings, Mr. Ricardo Martinez Cruz.

                                  ANTECEDENTS:

First. Corporate Antecedents of "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL
VARIBLE as merged company.

I.       INCORPORATION.
         -------------

Contained in public instrument number thirty six thousand three hundred and
sixty three, dated on April twenty seven, nineteen hundred and eighty nine,
executed in this City before Notary number one hundred and forty of the Federal
District, Jorge Alfredo Dominguez Martinez and recorded in the Public Registry
of Commerce of the Federal District in Mercantile Folio number "119,176" (one
hundred and nineteen thousand one hundred and seventy six), prior the
incorporation permit issued by the Ministry of Public Relations for the company
named "Emsa Financiera y Comercial", Sociedad Anonima de Capital Variable, with
corporate domicile in Mexico, Federal District, duration ninety nine years,
variable capital stock, with a minimum capital stock fixed in five million (old)
pesos, Mexican Currency, and an unlimited variable capital stock, with foreigner
admission clause and the corporate purpose therein stated.

II.      CHANGE OF NAME.
         --------------

By public instrument number thirty eight thousand and thirty eight, dated on
December twenty, nineteen hundred and eighty nine, executed in this City before
Notary number one hundred and forty of the Federal District, Jorge Alfredo
Dominguez Martinez and recorded in the Public Registry of Commerce of the
Federal District, in Mercantile Folio number "119,176" (one hundred and nineteen
thousand one hundred and seventy six), prior the permit issued by the Ministry
of Foreign Relations, were officially recorded the Minutes of the General
Extraordinary Shareholder's Meeting of the company named "Emsa Financiera y
Comercial", Sociedad Anonima de Capital Variable, with corporate domicile in
Mexico, Federal District, duration ninety nine years, in which it is agreed its
change of name to "Grupo Empresarial de Electrodomesticos", Sociedad Anonima de
Capital Variable.

III.     CHANGE OF NAME.
----     --------------

By public instrument number thirty eight thousand one hundred and thirty nine,
dated on January sixteen, nineteen hundred and ninety, executed in this City
before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six), prior the permit issued by the
Ministry of Foreign Relations, were officially recorded the Minutes of the
General Extraordinary Shareholder's Meeting of the company named "Grupo
Empresarial de Electrodomesticos", Sociedad Anonima de Capital Variable, held on
December 26, nineteen hundred and eighty nine in which it was agreed its change
of name to "Grupo Empresarial Fenix", Sociedad Anonima de Capital Variable.

IV.      ISSUANCE OF NEW SERIES OF SHARES AND AMENDMENT OF ARTICLE
         ----------------------------------------------------------
         SIXTH OF ITS BY-LAWS.
         --------------------

By public instrument number forty thousand six hundred and ninety three, dated
on February twenty eight, nineteen hundred and ninety one, executed in this City
before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six) were officially recorded the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"Grupo Empresarial Fenix", Sociedad Anonima de Capital Variable, held on July
five, nineteen hundred and ninety, in which it was agreed the issuance of new
series of shares and amendment of article sixth of its Bylaws.

V.       ISSUANCE OF NEW SHARES AND AMENDMENT OF ARTICLE SIXTH OF ITS BY-LAWS.
         --------------------------------------------------------------------

By public instrument number forty nine thousand four hundred and twenty three,
dated on October fourteen, nineteen hundred and ninety three, executed in this
City before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six) were officially recorded the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"Grupo Empresarial Fenix", Sociedad Anonima de Capital Variable, held on July
five, nineteen hundred and ninety, in which it was agreed the issuance of new
series of share and amendment of article sixth of its Bylaws.

VI.      CAPITAL STOCK INCREASE AND TOTAL AMENDMENT OF ITS BY-LAWS.
         ---------------------------------------------------------

By public instrument number forty nine thousand eight hundred and ninety six,
dated on December nine, nineteen hundred and ninety three, executed in this City
before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six) were officially recorded the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"Grupo Empresarial Fenix", Sociedad Anonima de Capital Variable, held on
December first, nineteen hundred and ninety three, in which it was agreed an
increase in the minimum fixed capital stock of the company and the total
amendment of its By-laws.

VII.     CAPITAL STOCK INCREASE.
         ----------------------

By public instrument number fifty thousand six hundred and fifty one, dated on
April eight, nineteen hundred and ninety four, executed in this City before
Notary number one hundred and forty of the Federal District, Jorge Alfredo
Dominguez Martinez and recorded in the Public Registry of Commerce of the
Federal District, in Mercantile Folio number "119,176" (one hundred and nineteen
thousand one hundred and seventy six) were officially recorded the Minutes of
the General Extraordinary Shareholder's Meeting of the company named "Grupo
Empresarial Fenix", Sociedad Anonima de Capital Variable, held on February
fourteen, nineteen hundred and ninety four, in which it was agreed an increase
in the minimum fixed capital stock of the company.

VIII.    CHANGE OF NAME.
         --------------

By public instrument number fifty thousand seven hundred and fifty six, dated on
April eight, nineteen hundred and ninety four, executed in this City before
Notary number one hundred and forty of the Federal District, Jorge Alfredo
Dominguez Martinez and recorded in the Public Registry of Commerce of the
Federal District, in Mercantile Folio number "119,176" (one hundred and nineteen
thousand one hundred and seventy six), prior the permit issued by the Ministry
of Foreign Relations, were officially recorded the Minutes of the General
Extraordinary Shareholder's Meeting of the company named "Grupo Empresarial
Fenix", Sociedad Anonima de Capital Variable, held on March fourteen nineteen
hundred and ninety four in which it was agreed its change of name to "Grupo
Elektra", Sociedad Anonima de Capital Variable.

IX.      MERGER.
         ------

By public instrument number fifty thousand nine hundred and eighty one, dated on
April twenty nine, nineteen hundred and ninety four, executed in this City
before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six) was formalized the merger of the
companies named "Elektra del Noreste", Sociedad Anonima de Capital Variable, as
Merged company with "Grupo Empresarial Fenix", Sociedad Anonima de Capital
Variable, actually "Grupo Elektra", Sociedad Anonima de Capital Variable, as
Merging company.

X.       TOTAL AMENDMENT OF ITS BY-LAWS.
         ------------------------------

By public instrument number fifty one thousand three hundred and eleven, dated
on June twenty four, nineteen hundred and ninety four, executed in this City
before Notary number one hundred and forty of the Federal District, Jorge
Alfredo Dominguez Martinez and recorded in the Public Registry of Commerce of
the Federal District, in Mercantile Folio number "119,176" (one hundred and
nineteen thousand one hundred and seventy six) were officially recorded the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"Grupo Elektra", Sociedad Anonima de Capital Variable, held on April twenty
five, nineteen hundred and ninety four, in which it was agreed the total
amendment of its By-laws to remain with the same name, corporate domicile in
Mexico, Federal District, duration ninety nine years, variable capital stock,
with a minimum capital stock fixed of one hundred and forty four million one
hundred and sixty one thousand five hundred and thirty three pesos, Mexican
currency, divided in four hundred and thirty two million four hundred and eighty
four thousand five hundred and ninety nine common shares, and an unlimited
variable capital stock, with a foreigner admission clause and the corporate
purpose therein stated.

XI.      AMENDMENT OF ARTICLE SIXTH OF ITS BY-LAWS.
         -----------------------------------------

By public instrument number ten thousand five hundred and twenty four, dated on
September two, nineteen hundred and ninety seven, executed in this City before
Notary number ninety of the Federal District, Joel Chirino Castillo and recorded
in the Public Registry of Commerce of the Federal District, in Mercantile Folio
number "119,176" (one hundred and nineteen thousand one hundred and seventy six)
were officially recorded the Minutes of the General Extraordinary Shareholder's
Meeting of the company named "Grupo Elektra", Sociedad Anonima de Capital
Variable, held on August fifteen, nineteen hundred and ninety seven, in which it
was agreed the amendment of article sixth of its By-laws.

XII.     AMENDMENT OF ARTICLE SIXTH OF ITS BY-LAWS.
         -----------------------------------------

By public instrument number sixty one thousand three hundred and ninety four,
dated on July twenty four, nineteen hundred and ninety nine, executed in this
City before Notary number one hundred and seventeen of the Federal District,
Francisco Daniel Sanchez Dominguez and recorded in the Public Registry of
Commerce of the Federal District, in Mercantile Folio number "119,176" (one
hundred and nineteen thousand one hundred and seventy six) were officially
recorded the Minutes of the General Extraordinary Shareholder's Meeting of the
company named "Grupo Elektra", Sociedad Anonima de Capital Variable, held on
June four, nineteen hundred and ninety nine, in which it was agreed the
amendment of article sixth of its By-laws.

XIII.    AMENDMENT OF ITS BY-LAWS.
         ------------------------

By public instrument number sixty two thousand two hundred and fifty four, dated
on January seventeen of the year two thousand, executed in this City before
Notary number one hundred and forty of the Federal District, Jorge Alfredo
Dominguez Martinez and recorded in the Public Registry of Commerce of the
Federal District, in Mercantile Folio number "119,176" (one hundred and nineteen
thousand one hundred and seventy six) were officially recorded the Minutes of
the General Extraordinary Shareholder's Meeting of the company named "Grupo
Elektra", Sociedad Anonima de Capital Variable, held on October twenty five,
nineteen hundred and ninety nine, in which it was agreed the amendment of
articles seventh, twenty second, twenty seventh, twenty eighth, twenty ninth,
thirtieth, thirty first, thirty second, thirty third and thirty fifth of its
By-laws.

XIV.     COMPARISON OF THE BY-LAWS THAT ARE IN FORCE.
         -------------------------------------------

By public instrument number sixty two thousand three hundred and forty seven,
dated on February first of the year two thousand, executed in this City before
Notary number one hundred and forty of the Federal District, Jorge Alfredo
Dominguez Martinez and recorded in the Public Registry of Commerce of the
Federal District, in Mercantile Folio number "119,176" (one hundred and nineteen
thousand one hundred and seventy six) were compared the By-laws in force of the
company named "Grupo Elektra", Sociedad Anonima de Capital Variable, from which
it is derived that the corporate name is "Grupo Elektra", Sociedad Anonima de
Capital Variable, with corporate domicile in Mexico, Federal District, duration
ninety nine years, variable capital stock, with a minimum fixed capital stock of
one hundred and forty four millions one hundred and sixty one thousand five
hundred and thirty three pesos, Mexican currency, represented by four thousand
three hundred and twenty four millions eight hundred and forty five thousand and
nine hundred and ninety non par value, common shares, a maximum variable capital
stock, and with foreigner admission clause.

From such public instrument, I copy the following:

".........ARTICLE SECOND.  The corporate purpose shall be:

a)       To incorporate, organize, participate and invest in the capital stock
         and patrimony of all type of mercantile and civil companies and
         associations, industrial, commercial and services enterprises, radio
         and tourist concessionaires and other kind of concessionaires, either
         national or from abroad, as well as in certificates of participation as
         permitted by law;

b)       To acquire, transfer and in general negotiate with all type of shares,
         interests of partners, participation or interests and any other
         security permitted by law:

c)       To issue, subscribe, accept, endorse, aval and negotiate with all type
         of credit instruments or bearer securities permitted by law:

d)       To obtain and grant loans, with or without guarantee, that do not imply
         the execution of acts reserved to credit institutions under the Law of
         Credit Institutions;

e)       To grant special endorsements, bonds and guarantees of any kind, real
         or personal, regarding the obligations of the Corporation or of third
         parties with which the Corporation has business relations;

f)       To register, acquire, use and dispose of in any manner of patents,
         trademarks, trade names and copyrights, and

g)       In general, to enter into any civil or mercantile acts and to execute
         all kind of agreements permitted by law for the performance of its
         corporate purpose.

                              SHAREHOLDERS MEETINGS

         ARTICLE FIFTEENTH. The General Meeting of Shareholders is the supreme
organ of the Corporation. The Meetings of Shareholders shall be General or
Special. The General Meetings shall be Extraordinary or Ordinary.

         General Extraordinary Shareholders Meeting shall be called to deal with
any of the items set forth in Article one hundred and eighty two of the General
Law of Commercial Companies or to agree about the cancellation of the
registration of the shares of the Corporation in the securities or special
sections of the Registro Nacional de Valores e Intermediarios (National Registry
of Securities and of Intermediaries) and in any stock exchange, either national
or from abroad, in which they are registered except for quotation systems or
other markets non organized as stock exchanges. All other General Meetings shall
be Ordinary Meetings.

         The Special Meetings shall be the ones assembled exclusively to deal
with matters affecting the rights of one series of shares and shall be subject
to the applicable provisions of Extraordinary Meetings according to what it is
set forth in article one hundred and ninety five of the General Law of
Commercial Companies.

         ARTICLE SIXTEENTH. The calls for Shareholders Meetings must be done by
the Board of Directors or by any of the Examiners.

         Shareholders representing for at least thirty three percent of the
capital stock while dealing with matters in which Series "L" shares are entitled
to vote; or shareholders representing for at least thirty three percent of the
ordinary Series "A" and "B" shares while dealing with matters in which Series
"L" shares are not entitled to vote, may request in writing, in any moment, to
the Board of Directors or to the Examiners the call of a General Shareholders
Meeting to discuss the items specified in their application. Any holder owner of
one share shall have the same rights in any of the cases established in Article
one hundred and eighty five of the General Law of Commercial Companies. If the
Meeting is not called within the following fifteen days counted as of the date
of its application, a Judge of First Instance or a District Judge of the
domicile of the Corporation shall call the Meeting upon the request of any of
the interested parties, who may exhibit their share certificates for such
purpose.

         ARTICLE SEVENTEENTH. Calls for Shareholders Meetings must be published
in the Federal Official Gazette or in one of the newspapers of broader national
circulation in the corporate domicile, with for at least fifteen calendar days
prior to the date fixed for the Meeting. Calls may contain the Agenda and must
be signed by the person or persons that prepare them, in the understanding that
if the Board of Directors make such calls, the signatures of the President or of
the Secretary of such Board shall be sufficient. The Meetings may be held
without the publication of the corresponding call, if all the shares
representing the capital stock of the Corporation are present or represented at
the moment of voting.

         Meetings may only deal with matters contained in the Agenda of the
corresponding call.

         ARTICLE EIGHTEENTH. To attend the Meetings, shareholders must exhibit
the corresponding admission card that shall be issued by the Corporation only
upon the application of the persons that are registered as holders in the
Register of Common Shares of the Corporation, with for at least twenty four
hours prior to the hour set forth for the holding of the Meeting, together with
the deposit in the Secretariat of the Corporation of the corresponding
certificates or titles of shares or of the certificates or the deposit evidence
of such securities by an institution for the deposit of securities, by a credit
institution, either national or from abroad, or by authorized stock exchanges.
All share titles deposited in the Corporation in order to attend the Meetings
against the delivery of a voucher issued to the shareholder, shall not be
returned until the holding of such Meetings.

         ARTICLE NINETEENTH. Shareholders may be represented in the Meetings by
the person or persons designated by means of a simple power of attorney signed
before two witnesses.

         The Board of Directors members and the Examiners may not represent the
shareholders in any Meeting.

         ARTICLE TWENTIETH. The Minutes of the Shareholders Meetings shall be
entered into the corresponding book and shall be signed by the Chairman and the
Secretary of the Meeting, as well as by the Examiner attending the Meeting.

         ARTICLE TWENTY FIRST. The Meetings shall be presided over by the
President of the Board of Directors and, in his absence, by the person
designated by the majority of votes of the shareholders that are present or
represented.

         As Secretary of the Shareholders Meeting shall act the person occupying
equal duty in the Board of Directors and, in his absence, the person designated
by the majority of votes of the shareholders that are present or represented.
The Chairman shall designate two Tellers to count the shares that are present or
represented.

         ARTICLE TWENTY SECOND. General Ordinary Shareholders Meetings shall be
hold for at least once a year within the following four months to the closing of
each fiscal year.

         In addition to the items set forth in the Agenda, General Ordinary
Shareholders Meeting must: (i) discuss, approve or modify and solve everything
that is related to the Board of Directors Report over the financial situation of
the Corporation and other accounting documents, including the Examiners report
referred to in article 166 (one hundred and sixty six) of the General Law of
Commercial Companies; (ii) know the report referred to in article 172 (one
hundred and seventy two) of the General Law of Commercial Companies of the
immediate preceding fiscal year, corresponding to controlled companies in which
the Corporation is entitled to the majority of the shares or interests, when the
value of the investments in each one of them exceeds 20% (twenty percent) of the
net assets, in terms of the financial position statement of the Corporation at
the closing of the corresponding fiscal year; (iii) decide over the application
of profits, and, as the case may be; (iv) designate the Board of Directors
members, the Secretary, the Examiners, as well as to fix their remuneration.

         Series "L" Special Shareholders Meetings shall be held for at least
once a year in order to designate one of the Board of Directors members.

         ARTICLE TWENTY THIRD. So that a General Ordinary Shareholders Meeting
is considered legally convened by virtue of a first call, must be represented in
it for at least fifty percent of the common or ordinary shares entitled to vote
in which the capital stock is divided; and its resolutions shall be validly
adopted while taken by the majority of votes represented in them.

         In the event of second or ulterior calls, General Ordinary Shareholders
Meetings may be validly hold, notwithstanding the number of common or ordinary
shares represented in the Meeting, and its resolutions shall be validly adopted
while taken by the majority of votes of the common or ordinary shares
represented in them.

         ARTICLE TWENTY FOURTH. So that an Extraordinary Shareholder Meeting
called to deal with matters in which Series "L" shares are not entitled to vote
is considered legally convened by virtue of a first call, must be represented in
it for at least seventy five percent of the common or ordinary shares entitled
to vote in which the capital stock is divided and their resolutions shall be
validly adopted while taken with the favorable vote of common or ordinary shares
entitled to vote and representing for at least fifty percent of the capital
stock.

         In the event of second or ulterior calls, Extraordinary Shareholders
Meetings called to deal with matters in which Series "L" shares are not entitled
to vote, are considered legally convened when for at least fifty percent of all
the common or ordinary shares in which the capital stock is divided is
represented and their resolutions may be validly adopted while taken by the
favorable vote of the common or ordinary shares entitled to vote representing
for at least fifty percent of the capital stock.

         ARTICLE TWENTY FIFTH. So that an Extraordinary Shareholders Meeting
called to deal with matters in which Series "L" shares are entitled to vote is
considered legally convened by virtue of a first call, must be represented in it
for at least seventy five percent of the shares in which the capital stock is
divided and their resolutions shall be validly adopted while taken with the
favorable vote of the shares representing for at least fifty percent of the
capital stock, subject to what it is set forth in the following Article.

         In the event of second or ulterior calls, Extraordinary Shareholders
Meetings called to deal with matters in which Series "L" shares are entitled to
vote, are considered legally convened when for at least fifty percent of all the
shares in which the capital stock is divided is represented, and their
resolutions may be validly adopted while taken by the favorable vote of the
shares that represent for at least fifty percent of all the capital stock,
subject to what it is set forth in the following Article.

         ARTICLE TWENTY SIXTH. The favorable resolution of Series "L"
Shareholders Special Meeting is needed to validly adopt the resolutions of
General Extraordinary Shareholders Meeting relative to the cancellation of the
registration of Series "L" shares of the Corporation in the securities and
special sections of the Registro Nacional de Valores e Intermediarios (National
Register of Securities and of Intermediaries) or in any stock exchange, either
national or from abroad, in which they are registered, except for quotation
systems or other markets non organized as stock exchanges.

                                  CHAPTER FIFTH

                          MANAGEMENT OF THE CORPORATION

         ARTICLE TWENTY SEVENTH. The management of the corporation shall be
vested in a Board of Directors composed by nine proprietary members. If the
Ordinary Meeting so agrees, alternate members exclusively for each proprietary
member may be designated.

         From the nine Board of Directors members, eight shall be designated by
the General Ordinary Shareholders Meeting and the remnant member shall be
designated by Series "L" Special Shareholders Meeting.

         ARTICLE TWENTY EIGHTH. Each shareholder or group of shareholders
representing with for at least ten percent of the capital stock, represented by
shares entitled to vote, may designate a Proprietary member and in that case,
they may not exercise their right to vote to designate Directors that correspond
to majority shareholders. If any shareholder or group of shareholders exercise
such right, the remnant shareholders shall only have the right to designate the
number of missing members of the Board.

         The designation of members of the Board will be subjected, in any
moment, to the provisions of article Nineteenth of these By-laws regarding the
character of the persons that shall form part of the Board of Directors.

         ARTICLE TWENTY NINTH. From the nine designated members of the Board,
five may be or may not be shareholders of the Corporation and may be officers,
employees or directors of the same or of any of its affiliates, who shall be
considered as Related Board members; the remnant four members must be
Independent Directors.

         Independent Directors are personas of great experience, capacity and
professional prestige and that are not found in any of the following
assumptions, at the moment of their designation: (i) to be employee or director
of the Corporation; (ii) without being employees or directors of the
Corporation, they have the power to control the directors of the same
Corporation; (iii) to be advisors of the Corporation or partners or employees of
firms that are advisors or counselors of the Corporation or of its affiliates
and that their incomes depend significantly of this contractual relation
(significant income means an income representing more than 10% of the incomes
obtained by the counselor or by the firm); (iv) to be clients, suppliers,
debtors or creditors of the Corporation or partners or employees of a company
that is an important client, supplier, debtor or creditor (in the understanding,
that a client or a supplier is important when the sales of the Corporation
represent more than 10% of the total sales of the client or of the supplier,
respectively, as well as when the credit amount is more than 15% of the assets
of the Corporation or of its counterpart); (v) to be employees of an endowed
institution, university, civil corporation or association that receives
important donations from the Corporation (donations are considered important
when they represent more than 15% of the total donations received by the
corresponding institution); (vi) to be General Director or officer of higher
level in a company when the General Director or officer of higher level of the
Corporation participate in the Board of Directors of such company; and (vi) be
relative (up to third degree) or spouses of any of the persons mentioned in
paragraphs (i) and (ii) above, or be relatives (up to first degree) or spouses
of any of the persons mentioned in paragraphs (iii) through (vi) above. Any
Board member that is in any of the assumptions above mentioned shall be
considered as Related Director.

         Both, Independent Directors and Related Directors may have the
character of Patrimonial Directors, in the understanding that Patrimonial
Directors are those directors designated because of their character of
significant shareholders (i.e., direct or indirect holders of for at least 2% of
the capital stock of the Corporation), or those acting as mandatory of such
significant shareholders.

         The Board of Directors members shall be elected for a one-year term as
of the date of their appointments, and shall continue in office until their
successors have been elected and have taken their office and shall receive the
remuneration priory determined by the General Ordinary Shareholders Meeting.

         ARTICLE THIRTIETH. The Board of Directors, in its first session hold
after the Shareholders Meeting has designated its members and if this Meeting
has not designated its members, shall name among its members a President and, if
it is deemed necessary, one or more Vice-presidents, a Treasurer and a
Secretary, in the understanding that the Secretary may be or may not be a Board
of Directors member. Temporal or definitive absences of the President shall be
substituted by one of the Vice-presidents in the order of their designation, if
they were elected, and in their absence, by any Director. The Board of Directors
shall designate the person that shall substitute temporal or definitive absences
of the Secretary.

         In such first Board of Directors session, once the Secretary is
designated, he must provide the designated Directors for the first time a
presentation and an induction to their new responsibility. As minimum, the
Secretary must provide information regarding the Corporation, its financial
situation and operational performances, as well as of the obligations,
responsibilities and faculties that a Director has.

         Each Board of Directors member shall have the following obligations and
shall apply the following principles: (i) to give notice to the President and
Secretary of the Board of Directors about any situation from which may derive a
conflict of interest and shall abstain from participating in the corresponding
discussion; (ii) to use the assets or services of the Corporation only to comply
with the corporate purpose and to define clear policies when such assets are
exceptionally used for personal matters; (iii) to dedicate his duties the
necessary time and attention by attending for at least to seventy five percent
of the Meetings in which they are called; (iv) to maintain absolute confidence
regarding all the information that may affect the operation of the Corporation,
as well as of the discussions that are carried out by the Board of Directors;
(v) to be mutually informed about the relevant matters of the Corporation; (vi)
to support the Board of Directors through opinions, recommendations and
orientations that may derive from the analysis of the development of the
Corporation, so that the decisions that are adopted are found duly grounded in
professional criteria and of qualified personnel that count with a broader and
independent point of view regarding the operations of the Corporation.

         The Corporation shall indemnify Board of Directors members in case they
incur in responsibility, without fault, dolus or negligence on their part, while
performing their corresponding duties.

         ARTICLE THIRTY FIRST. The Board of Directors shall meet in the City of
Mexico, Federal District, or in any other place within the United Mexican
States.

         The Board of Directors may adopt resolutions without the need of
holding a Board of Directors Session, provided that, such resolutions is
ratified in writing unanimously by all of its members.

         Board sessions may be hold, in any time, when the President, two
Directors or the Examiner calls them. Board of Directors Meetings calls must be
in writing and must be sent by the Secretary to each Director with for at least
ten calendar days prior to such session, by certified mail, by telegram, telex
or telecopier to their domiciles or to the places that the Directors have
established in writing for such purpose. The calls must specify the hour, date,
place of meeting and the corresponding Agenda, and must be accompanied with the
information that is relevant to take decisions according to the Agenda contained
in the call. The Board may validly convene without need of a prior call when all
the Board of Directors members is assembled.

         So that the Board of Directors Meeting is considered legally convened,
the majority of the Directors have to be present and to validly adopt
resolutions it is needed the favorable vote of the majority shareholders. In the
event there is a tie vote, the President of the Board shall have the decisive
vote.

         The Board of Directors must meet for at least four times each fiscal
year to deal with any matter corresponding to their duties and, for at least
once a year to define, review and approve the medium or long term strategy of
the Corporation, as well as the budget for the following fiscal year.

         ARTICLE THIRTY SECOND. Of each Board Session the corresponding Minutes
shall be drafted in the corresponding book in which are recorded the adopted
resolutions that shall be signed by the President and the Secretary of the
Session, as well as by the Examiner that attend such Session.

         The annual report that the Board of Directors prepares to the
Shareholders Meetings must mention the names of the Directors that have the
character of: (1) Independent Directors; and, (ii) Patrimonial Directors,
indicating in this case, if we are dealing with Related or Independent
Directors. The annual report must establish the duties of each Director as of
that date.

         Likewise, the annual report that the Board of Directors shall submit to
the Shareholders Meeting must contain a section including a report about: (i)
the development of the best corporate practices of the Corporation during the
corresponding fiscal year; (ii) relevant aspects of the duties of each
intermediate organ of administration and the names of its members; and (iii) the
professional profile of the Examiner of the Corporation.

         The annual report referred above mentioned, must be under the
disposition of the shareholders called to the corresponding General Shareholders
Meeting.

         ARTICLE THIRTY THIRD. The President of the Board of Directors shall
preside over the Board of Directors Sessions. In the absence of the President,
such Sessions shall be presided over, in its case, by a Vice-president and, in
his absence, by one of the members that the other persons attending the meeting
may designate by majority of votes.

         Copies or evidences of the Board of Directors and of the Shareholders
Meetings Minutes, as well as of the corresponding entries in non accounting
corporate registries or books and, in general, of any document coming from any
Corporate file, may be authorized and certified by the Secretary who, in case
there is no other person designated for such purpose, shall be permanent
delegate to concur before the Notary Public of his election to record officially
the Minutes of the Shareholders Meetings and of the Board of Directors Meetings,
as well as to grant as delegate, the powers of attorney conferred by the
Shareholders Meetings and by the Board of Directors Meetings. Likewise, the
Secretary shall be in charge of drafting and entering into the corresponding
books the Shareholder's Meetings Minutes and the Board of Director's Meetings
Minutes, as well as to make official copies and issue certificates of the
Minutes and of the designations, signatures and faculties of the officers of the
Corporation.

         ARTICLE THIRTY FOURTH. The Board of Directors shall have the following
faculties:

1. General power of attorney for lawsuits and collections with all general
faculties and those special faculties that may require a special clause
according to Law, without limits, according to what it is set forth in the first
paragraph of Article two thousand five hundred and fifty four of the Civil Code
of the Federal District and the corresponding articles of the Civil Codes of the
States of the Republic; as an illustrated but not limited manner, the
attorneys-in-fact are empowered with the following authority: To exercise all
kind of rights and actions before any Federal, State, Federal District and
Municipal authority, either voluntary, contentious or mixed jurisdiction and
before civil, judicial, administrative authorities or labor authorities, either
Federal or State Boards of Conciliation or Arbitration courts; to answer
lawsuits, to file exceptions and to countercharge to submit to any jurisdiction;
to answer and to submit interrogatories; to make assignment of goods; to
challenge magistrates, judges, secretaries, experts and other persons that can
be challenged according to law; to withdraw of lawsuits, of their motions, of
any remedy and of "Amparo" proceedings, which may be initiated whenever is
deemed convenient; to submit all type of proofs; to recognize signatures and
documents, to object them and to object that they are false; to attend meetings,
formalities and public bids; to make bid, bid auctions and improvements and to
obtain for the Corporation the adjudication of all kind of goods, and by any
title to make the assignment of rights; to file criminal accusations and
complaints; to grant remission and to become co-party with the Public Prosecutor
in criminal procedures, procedures in which they may exercise the most ample
faculties that are required. Likewise, to represent the Corporation pursuant to
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. General power of attorney for acts of administration as set forth in
paragraph second of Article two thousand five hundred and fifty four of the
Civil Code for the Federal District and the corresponding articles of the Civil
Codes for the States of the Republic.

3. General power of attorney to acquire and transfer shares and interests in
other companies, in the understanding that the Board of Directors shall require
the prior authorization of the General Ordinary Shareholders Meeting to approve
the acquisition or transfer of such shares or interests or to exercise the right
of retirement, in the following cases:

         a)       When the value of acquisition of the shares or interests of
                  other companies, by virtue of one or more simultaneous or
                  successive acquisitions, exceeds twenty percent of the value
                  of the capital stock of the Corporation, regarding the last
                  financial position statement;

         b)       When the value of the transfer of shares or interests of other
                  companies, by virtue of one or more simultaneous or successive
                  alienation, exceeds twenty percent of the net assets,
                  according to the last statement of financial position of the
                  Corporation. Moreover, it shall be required the approval of
                  the General Ordinary Shareholders Meeting in the event of
                  transfer of shares or participation, if such transfer implies,
                  by virtue of one or more simultaneous or successive
                  operations, the loss of the control of the Corporation whose
                  shares or participation are transferred; and

         c)       When the exercise of the right of retirement in the companies
                  of variable capital stock in which the Corporation is a
                  shareholder, represents by virtue of one or more simultaneous
                  or successive acts, (i) the reimbursement of shares whose
                  value exceed of twenty percent of the net assets of the
                  Corporation, according to the last statement of financial
                  position, or (ii) the loss by the Corporation of the Control
                  of the controlled company.

4. General power of attorney to grant, subscribe and aval and in any other
manner negotiate all kind of credit instruments, in terms of Article 9 of the
General Law of Credit Instruments and of Credit Operations, provided that they
subscribe and aval amounts not higher that the twenty percent of the net assets
of the Corporation.

5. General Power of Attorney to open and cancel bank accounts on behalf of the
Corporation, as well as to make deposits and withdraw against them and to
designate persons that issue against them, without more limits than the ones
established in these By-laws;

6. General power to appoint and freely remove the General Director and any of
the other executive officers of the Corporation, whatever their title is,
provided that they are not being designated by the General Ordinary Shareholders
Meetings, as well as to determine their faculties, guarantees, work conditions
and remuneration, without more limits than those established in these By-laws.

7. To call General Ordinary, Extraordinary Shareholders meetings or Special
meetings and to execute their resolutions;

8. To confer within their faculties, general or special powers of attorney,
reserving always their exercise, as well as to revoke the power of attorneys
that are granted;

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

10. To establish branches and agencies of the Corporation in or outside the
United Mexican States;

11. To authorize the temporal acquisition of representative shares of the
capital stock of the same Corporation charged to the reserve for the acquisition
of its own shares, in terms of these By-laws, as well as its further location;

12. To formulate internal labor regulations;

13. To carry out all the authorized acts and operations that may correspond to
them according to laws and these By-laws;

14. To annually approve the budget of the Corporation, as well as to approve its
amendments and extraordinary items.

         ARTICLE THIRTY FIFTH. The Corporation may have intermediate organs of
administration that shall be designated as Committees, composed each one, by
three members of the Board of Directors of the Corporation and shall freely act
between them as a collegiate board, in the understanding that from such three
members, two must be Independent Directors.

         The members of the Committees shall be elected for a one-year term,
unless they are released of their duties by the Board of Directors, which may
resolve over the Committees in which they shall participate, but in all cases
they shall continue in office until their successors have been elected and have
taken their office; they may be re-elected and shall receive the remuneration
determined by the General Ordinary Shareholders Meeting.

         The Committees shall assemble with the periodicity fixed by the General
Ordinary Shareholders Meeting, when they are called by the Board of Directors,
or by the President of the Committee or by 2 (two) of its members. The calls for
the Committee sessions must be in writing and may be sent to each one of its
members, as well as to the Examiner or Examiners of the Corporation, with for at
least 5 calendar days prior to the date of holding the corresponding session in
first call, and with for at least one natural day prior to the holding of the
corresponding session in second or ulterior calls, to the domiciles of each one
of them registered in the Corporation or to the places that they have
established for such purpose.

         The calls must specify the date, hour, place of meeting, Agenda and
must be signed by the Secretary of the Board of Directors or by the person
designated by this organism, by the President of the Committee, or by the
members of the corresponding Committee that are making such calls.

         In the event all the members of the Committee are present in such
session, it shall not be necessary to make the corresponding call.

         The resolutions adopted in a Committee session shall be valid; (i) in
its first call, with the favorable vote of the majority of its members; (ii) in
its second call, unanimously and, in case of tie voting, the Independent
Director shall have a decisive vote; and (iii) in its third call, by the number
of members of the corresponding Committee that are present.

         From each Committee Session, Minutes shall be drafted and registered in
the book of Committee Sessions Minutes, which may be signed by the person that
was presiding over the Session and by the person that has acted as Secretary, as
well as by the Examiner or Examiners of the Corporation who always must attend
to the corresponding sessions with voice but without vote.

         The Committees shall have the faculties conferred to them by the
General Ordinary Shareholders Meeting and by the Board of Directors, when they
are fixed in the same Meeting, subject to the legal provisions in effect and to
the following paragraph. The charge of member of the Committee may only fall in
the Board of Directors members.

         The Committees may not carry out the activities reserved by law or by
these By-laws to the Shareholders Meeting or to the Board of Directors and may
not delegate their faculties in any person, but they may designate the persons
that must execute their resolutions. In the absence of such designation, the
President and the Secretary of the Committee shall be authorized to execute
them.

         The Committees must inform on time, through the Committee President,
and in an annual manner to the Board of Directors of the resolutions that are
taken or under the criteria of the corresponding Committee the occurrence of
facts and acts of importance for the Corporation.

         ARTICLE THIRTY SIXTH. The Corporation shall have a General Director
that shall be designated by the Shareholders Meeting. The General Director of
the Corporation, due to his designation, shall be the officer of highest level
in the Corporation and shall have the faculties conferred to him by the same
Meeting.

                                  CHAPTER SIXTH

                                  SURVEILLANCE

         ARTICLE THIRTY SEVEN. The surveillance of the Corporation affairs shall
be entrusted to one Proprietary Examiner and his alternate, who may or may not
be shareholders and that shall be designated by the General Ordinary
Shareholders Meeting. The Examiners and their corresponding alternates shall be
chosen annually and may be re-elected one or more times and shall hold office
until their successors have been elected and taken office.

         The Examiner shall have the powers and duties vested in him according
to Law and to these By-laws......"

XV.      BOARD OF DIRECTORS DESIGNATION.

By public instrument number eighty three thousand five hundred and thirty three,
dated on February eight of the year two thousand, recorded in this City before
Notary number eighty nine of the Federal District, Gerardo Correa Etchegaray,
recorded in the Public Registry of Commerce of the Federal District, in
Mercantile Folio number "119,176" (one hundred and nineteen thousand and one
hundred and seventy six), were officially recorded the Minutes of the General
Ordinary Shareholder's Meeting of the company named "Grupo Elektra", Sociedad
Anonima de Capital Variable, held on January twenty six of the year two
thousand, in which the Board of Directors members were designated, to remain as
follows:

                               BOARD OF DIRECTORS

                                 RELATED MEMBERS

HUGO SALINAS PRICE.- HONORARY PRESIDENT.
RICARDO BENJAMIN SALINAS PLIEGO.- PRESIDENT.
PEDRO PADILLA LONGORIA.- VICE-PRESIDENT.
ELISA SALINAS GOMEZ.- DIRECTOR.
GUILLERMO SALINAS PLIEGO.- DIRECTOR.

                               INDEPENDENT MEMBERS

DAVID WILLIAMS.- DIRECTOR.
ROBERTO SERVITJE ACHUTEGUI (SERIES "L").- DIRECTOR.
CARLOS FERNANDEZ GONZALEZ.- DIRECTOR.
ROBERTO BOWMAN.- DIRECTOR.
RICARDO MARTINEZ CRUZ.- SECRETARY.

And it was officially recorded the RATIFICATION of Messrs. JAVIER SONI OCAMPO
and MANUEL CUETO VEGA, as PROPRIETARY and ALTERNATE EXAMINERS, respectively.

XVI. MINUTES THAT ARE OFFICIALLY RECORDED. The appearing person exhibits me the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held on August twenty
eight of the year two thousand, that is composed of six pages of text, together
with the Attendance List, same that, I, officially recorded in original and that
are attached hereto as Appendix "A" and that are totally transcribed as follows:

"GRUPO ELEKTRA, S.A. DE C.V. GENERAL EXTRAORDINARY SHAREHOLDER'S MEETING.

In the city of Mexico, Federal District, at 11:00 A.M. on August 28, 2000, there
met at the corporate domicile of Grupo Elektra, S.A. de C.V., the shareholders
of the Company with the purpose of holding a General Extraordinary Shareholder's
Meeting of the Company, whose names and signatures appear in the Attendance List
that was prepared. It is certified that the corresponding calls were published
with the anticipation set forth in the By-laws of the Company, same that are
attached to these Minutes.

Mr. Miguel Irurita Tomasena, designated by the majority of shareholders,
presided over the Meeting and Mr. Ricardo Martinez Cruz, who is the Secretary of
the Company, acted with such character.

The Chairman designated Miss Rebeca Nicholson Castro and Mr. Marco Polo Castro
Perez as Tellers, who accepted their appointments and in the discharge of their
duties proceeded to review the Shareholder's Registry Book and prepared the
Attendance List in which they certify that 91.70% (ninety one point seventy
percent) of the subscribed and paid in shares, entitled to vote, representing
the capital stock of Grupo Elektra, S.A. de C.V., was present or represented in
the Meeting.

Whereas the necessary quorum set forth in article 190 of the General Law of
Commercial Companies exists, the Chairman declared the Meeting legally convened
and valid the resolutions adopted with the favorable vote of for at least 75%
(seventy five percent) of the shares representing capital stock of the Company,
and thereupon, the Chairman read the following:

                                     AGENDA

I.       Proposal, reading and discussion and, as the case may be, approval of
         the proposal and of the terms to merge the Company.

II.      Matters related with the previous item and their resolution.

III.     Designation of special Delegates of the Meeting, to go before the
         Notary Public of their election to record officially the Minutes and to
         register before the Public Registries of Property and of Commerce, as
         the case may be, the resolutions adopted by the Meeting, as well as to
         execute any other matter related to the Meeting.

Once the items on the Agenda were unanimously approved, the Meeting proceeded to
deal with such items.

Regarding the first item of the Agenda, the Chairman explained the shareholders
about the convenience to merge Grupo Elektra, S.A. de C.V. with Grupo SYR, S.A.
de C.V., by extinguishing the first, as merged company and subsisting the
latter, as merging company. The Chairman stated that the merger has to be
carried out taking into account that the patrimony of Grupo Elektra, S.A. de
C.V. will be incorporated with all its properties, rights and obligations to
Grupo SYR, S.A. de C.V. The merger must be effective among the parties three
months after the corresponding resolution is recorded in the Public Registry of
Commerce and all data and figures of the balance sheets of the companies, as of
June 30, 2000, will be considered while taking the decision of such merger.

After listening and discussing such item, the Meeting unanimously votes and
takes the following resolutions:

                                   RESOLUTIONS

"1. It is to be authorized and is authorized the balance sheet of the Company as
of June 30, 2000, that shows that the net assets are of $5,068,660,000.00 (Five
thousand and sixty eight million six hundred and sixty thousand pesos 00/100
Mexican Currency)."

"2. Based in article 222 of the General Law of Commercial Companies, it is
approved the merger of Grupo Elektra, S.A. de C.V. with Grupo SYR, S.A. de C.V.,
disappearing the first as merged company and subsisting the latter as merging
company taking into account the data and figures of the balance sheets of both
Companies as of June 30, 2000."

"3. As a consequence of the merger of Grupo Elelctra, S.A. de C.V. and of Grupo
SYR, S.A. de C.V., the latter absorbs all the patrimony of the first company, in
a universal title, i.e., all its assets, passives, shares, rights, obligations
and responsibilities, as well as all that pertains to the merging companies in
fact or by law. It is particularly mentioned that Grupo SYR, S.A. de C.V., as
merging company, expressly accepts to bind itself under the terms and conditions
of the agreement named Indenture dated on March 22, 2000 executed by and
between, Grupo Elektra, S.A. de C.V. as issuer, the restricted subsidiaries
according to such indenture as guarantors and The Bank of' New York as fiduciary
over 12% of Series "A" notes and over 12% of Series "B" notes, both notes due in
the year 2008."

"4. Complying with what it is set forth in article 223 of the General Law of
Commercial Companies, the related merging resolutions and the balance sheets of
the companies as of June 30, 2000 must be published in the Federal Official
Gazette and once formalized, to record such resolutions in the Public Registry
of Commerce of the Federal District."

"5. The merger shall be effective among the parties, its shareholders as well as
before third parties three months after the registration of the merging
resolutions at the Public Registry of Commerce of the corporate domicile is
carried out, according to what it is set forth in article 224 of the General Law
of Commercial Companies."

"6. In terms of article 11 of the Federal Tax Code, the fiscal year of Grupo
Elektra, S.A. de C.V. shall terminate in advance, simultaneously at the moment
the merger is effective and the merging company must present the corresponding
returns of the merged company."

"7. After the merger is effective, Grupo Elektra, S.A. de C.V. must be cancelled
as taxpayer as set forth in the correFsponding tax laws and all its books,
registries and documents, as well as the accounting in general must be
cancelled, and will be kept by the merging company for all the legal effects
that may take place."

"8. It is to be authorized and is authorized the Merger Covenant between Grupo
SYR, S.A. de C.V. and Grupo Elektra, S.A. de C.V. to remain drafted as follows:

                                 MERGER COVENANT

FIRST. Based in article 222 of the General Law of Commercial Companies, it is
approved the merger of Grupo Elektra, S.A. de C.V. with Grupo SYR, S.A. de C.V.,
disappearing the first as merged company and subsisting the latter as merging
company taking into account the data and figures of the balance sheets of both
Companies as of June 30, 2000.

SECOND. As a consequence of the merger of Grupo Elektra, S.A. de C.V. and of
Grupo SYR, S.A. de C.V., the latter absorbs all the patrimony of the first
company, in a universal title, i.e., all its assets, passives, shares, rights,
obligations and responsibilities, as well as all that pertains to the merging
companies in fact or by law. It is particularly mentioned that Grupo SYR, S.A.
de C.V., as merging company, expressly accepts to bind itself under the terms
and conditions of the agreement named Indenture dated on March 22, 2000 executed
by and between, Grupo Elektra S.A. de C.V. as issuer, the restricted
subsidiaries according to such Indenture as guarantors and The Bank of New York
as fiduciary over 12% of Series "A" notes and over 12% of Series "B" notes, both
notes due in the year 2008."

THIRD. Complying with what it is set forth in article 223 of the General Law of
Commercial Companies, the related merging resolutions and the balance sheets of
the companies as of June 30, 2000 must be published in the Federal Official
Gazette and once formalized, to record such resolutions in the Public Registry
of Commerce of the Federal District.

FOURTH. The merger shall be effective among the parties, its shareholders as
well as before third parties, three months after the registration of the merging
resolutions at the Public Registry of Commerce of the corporate domicile is
carried out, according to what it is set forth in article 224 of the General Law
of Commercial Companies.

FIFTH. In terms of article 11 of the Federal Tax Code, the fiscal year of Grupo
Elektra, S.A. de C.V. shall terminate in advance, simultaneously at the moment
the merger is effective and the merging company must present the corresponding
returns of the merged company.

SIXTH. After the merger is effective, Grupo Elektra, S.A. de C.V. must be
cancelled as taxpayer as set forth in the corresponding tax laws and all its
books, registries and documents, as well as the accounting in general must be
cancelled, and will be kept by the merging company for all the legal effects
that may take place.

"9. It is taken note that on April 13, 2000, the Comision Federal de Competencia
issued the official letter contained in file number CNT-35-2000 in which such
entity states that it does not object to the merger as it is spread upon the
record."

II.      Matters related with the previous item and their resolution.

The Chairman informed the persons attending the Meeting, that there are no other
matters to be discussed.

III.     Designation of special Delegates of the Meeting, to go before the
         Notary Public of their election to record officially the Minutes and to
         register before the Public Registries of Property and of Commerce, as
         the case may be, the resolutions adopted by the Meeting, as well as to
         execute any other matter related to the Meeting.

                                   RESOLUTION

"1. Alvaro Rodriguez Arregui, Jose Luis Riera Kinkel, Ricardo Martinez Cruz,
Rebeca Nicholson Castro, Marco Polo Castro Perez, Miguel Irurita Tomasena,
Santiago Sepulveda Iturbe, Rodrigo Gaytan Huerta and Carlos Zamarron Ontiveros,
as well as Miss Sara Soriano de Teresa are designated, so that indistinctly,
jointly or separately, in the name and in representation of the company and as
special delegates of this meeting; a) publish in the Federal Official Gazette
the merger resolution taken in this meeting and the Balance Sheet of the company
as of June 30, 2000; b) to record officially in the same instrument the merger
resolution, before Notary Public of their election; c) to carry out the
corresponding transactions to register the corresponding testimony in the Public
Registry of Commerce of the Federal District; d) to carry out all the necessary
transactions before the Comision Nacional Bancaria y de Valores, Bolsa Mexicana
de Valores, S.A. de C.V., Indeval, S.A. de C.V., Institucion de Deposito de
Valores, to formalize and comply with the resolutions adopted by this meeting,
and e) in general, to take all the measures and to sign all the necessary
documents to record officially and comply with all the resolutions adopted by
this meeting."

There being no further business to discuss, the Meeting was adjourned and these
Minutes were prepared as a record thereof and once read were approved and signed
by the Chairman and the Secretary and all those persons interested to sign it.
Chairman. - A signature. Secretary. A signature.

                                 ATTENDANCE LIST

                                    "ELEKTRA.
                           Grupo Elektra, S.A. de C.V.
                   General Extraordinary Shareholders Meeting.
                                August 28, 2000.


      SHAREHOLDER/               SHARES/SERIES           SIGNATURE
INTERMEDIARIES/ INSTITUTION
     BANCA SERFIN

FIDEICOMISO 6380-8
Ricardo Martinez Cruz and/or
Rebeca Nicholson Castro          624'437,160 "A"        One Signature.
and/or
Marco Polo Castro Perez
and/or

OPERADORA DE BOLSA
SERFIN, S.A. DE C.V.             25'870,710 "A"         One Signature.
GRUPO FINANCIERO
SERFIN
Ricardo Martinez Cruz and/or
Jose Antonio Rodriguez
Romero

                                 299'409,870 "A"
GBM GRUPO BURSATIL                  5,000 "L"           One Signature.
MEXICANO, S.A. DE C.V.
Inigo Gonzalez de Cosio
and/or
Alberto Rodriguez Govela         933'519,865 "B"        One signature.
and/or
Moises Carlin Gomez

NELWOOD-SHEUNG
WONG
COMPANY
Ricardo Martinez Cruz and/or
Rebeca Nicholson Castro
and/or
Marco Polo Castro Perez
and/or

CASA DE BOLSA
BANCOMER,
S.A. DE C.V.
GRUPO FINANCIERO
Raul Rendon Trejo and/or
Pablo Ruiz Larraguivel and/or
Esther Velasco Cordova and/or      25,617,420 "A"
Elizabeth Barrera Aguilar
and/or                               270,000 "B"
Carlos Samano Caballero              155,000 "L"

BANCO NACIONAL DE
MEXICO, S.A.
INSTITUCION DE BANCA
MULTIPLE
GRUPO FINANCIERO
BANAMEX ACCIVAL
Cecilia del Castillo and/or
Luis Vallarino and/or
Francisco Romano                      8,000 "B"
                                      4,000 "L"
BANCOMER, S.A.
INSTITUCION DE BANCA
MULTIPLE
GRUPO FINANCIERO
Raul Rendon Trejo and/or
Pablo Ruiz Larraguivel and/or
Esther Velasco Cordova and/or
Elizabeth Barrera Aguilar
and/or
Carlos Samano Caballero
                                     50,000 "B"
TRIDENT TRUST
COMPANY
Ricardo Martinez Cruz and/or
Rebeca Nicholson Castro
and/or                                                  One signature.
Marco Polo Castro Perez          302'930,3l5 "B"

BANCO DEL ATLANTICO
FIDEICOMISO F/3834
Rebeca Nicholson Castro
and/or                           752'889,280 "B"        One signature.
Marco Polo Castro Perez          376'444,640 "L"


Examiner. Javier Soni Ocampo, Public Accountant. One signature. TELLER. One
signature. REBECA NICHOLSON CASTRO. TELLER. One signature. MARCO POLO CASTRO
PEREZ."

Second.  Corporate Antecedents of "GRUPO SYR", SOCIEDAD ANONIMA DE CAPITAL
------   ------------------------------------------------------------------
VARIABLE as Merging Company.
---------------------------

I.       INCORPORATION.
         -------------

Contained in public instrument number thirty two thousand six hundred and eighty
two, dated on December thirty, nineteen hundred and fifty nine, executed in this
City before the then Notary number fifteen of the Federal District, Jorge
Sanchez Cordero and recorded in the Public Registry of Property and of Commerce
of the Federal District in the Section of Commerce, Book Third, volume four
hundred and fifty nine, page two hundred and eighty eight and under number one
hundred and eighty three, prior the incorporation permit issued by the Ministry
of Public Relations for the company named "Inmobiliaria del Prado", Sociedad
Anonima, with corporate domicile in Mexico, Federal District, duration one
hundred years, capital stock of three million two hundred and fifty thousand
(old) pesos, Mexican Currency, with foreigner exclusion clause and the corporate
purpose therein stated.

II.      CHANGE OF NAME.
         --------------

By public instrument number thirty three thousand seven hundred and eighty
three, dated on October three, nineteen hundred and sixty, executed in this City
before the then Notary number fifteen of the Federal District, Jorge Sanchez
Cordero and recorded in the Public Registry of Property and of Commerce of the
Federal District in the Section of Commerce, Book Third, volume four hundred and
eighty nine, page two hundred and five and under number one hundred and eleven,
prior permit issued by the Ministry of Public Relations, were officially
recorded the Minutes of the General Extraordinary Shareholder's Meeting of the
company named "Inmobiliaria del Prado", Sociedad Anonima, held on November
eleven, nineteen hundred and sixty, in which it was agreed the change of name to
"Inmobiliaria Saro", Sociedad Anonima and amended Clause Second of its By-laws.

III.     CAPITAL STOCK INCREASE.
         ----------------------

By public instrument number sixty three thousand and ninety five, dated on
September three, nineteen hundred and seventy six, executed in this City before
the then Notary number fifteen of the Federal District, Jorge Sanchez Cordero
and recorded in the Public Registry of Property and of Commerce of the Federal
District in the Section of Commerce, Book Third, volume nine hundred and ninety
three, page four hundred and sixty, and under number four hundred and thirty
eight, prior permit issued by the Ministry of Public Relations, were officially
recorded the Minutes of the General Extraordinary Shareholder's Meeting of the
company named "Inmobiliaria Saro", Sociedad Anonima, in which it was agreed the
capital stock increase from 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 its By-laws.

IV.      CORPORATE PURPOSE AMENDMENT.
         ---------------------------

By public instrument number seventy thousand nine hundred and three, dated on
January thirty, nineteen hundred and eighty one, executed in this City before
the then Notary number fifteen of the Federal District, Jorge Sanchez Cordero
and recorded in the Public Registry of Commerce of the Federal District in
Mercantile Folio number "35,112" (thirty five thousand one hundred and twelve),
were officially recorded the Minutes of the General Extraordinary Shareholder's
Meeting of the company named "Inmobiliaria Saro", Sociedad Anonima, in which it
was agreed the amendment of Clause Sixth of its By-laws, by adding paragraph
IV-bis (four roman number bis).

V.       TOTAL AMENDMENT OF ITS BY-LAWS.
         ------------------------------

By public instrument number fourteen thousand two hundred and thirty two, dated
on May two, nineteen hundred and eighty eight, executed in this City before
Notary number one hundred and fifty three of the Federal District, Jorge A.
Sanchez Cordero Davila, recorded on October three, nineteen hundred and eighty
eight in the Public Registry of Commerce of the Federal District in Mercantile
Folio number "35,112" (thirty five thousand one hundred and twelve), prior
permit of the Ministry of Foreign Relations, were officially recorded the
Minutes of the General Extraordinary Shareholder's Meeting of the company named
"Inmobiliaria Saro", Sociedad Anonima, in which it was agreed the total
amendment of its By-laws, remaining with the same name, duration ninety nine
years, with corporate domicile in Mexico, Federal District, and with capital
stock of forty nine million (old) pesos, Mexican Currency.

VI.      TRANSFORMATION OF THE COMPANY AND AMENDMENT OF ITS BY-LAWS.
         ----------------------------------------------------------

By public instrument number twenty five thousand and sixty seven, dated on
February twenty eight, nineteen hundred and eighty nine, executed in this City
before Notary number one hundred and fifty three of the Federal District, Jorge
A. Sanchez Cordero Davila, recorded in the Public Registry of Commerce of the
Federal District in Mercantile Folio number "35,112" (thirty five thousand one
hundred and twelve), prior permit of the Ministry of Foreign Relations, were
officially recorded the Minutes of the General Ordinary and Extraordinary
Shareholder's Meeting of the company named "Inmobiliaria Saro", Sociedad
Anonima, in which it was agreed the transformation of the company to a Sociedad
Anonima de Capital Variable and the amendment of Articles First, Sixth, Seventh,
Eighth and Tenth of its By-laws.

VII.     CAPITAL STOCK INCREASE, CHANGE OF NAME AND OF FOREIGNER CLAUSE.
         --------------------------------------------------------------

By public instrument number twenty five thousand and sixty seven two hundred and
thirty two, dated on May two, nineteen hundred and ninety one, executed in this
City before Notary number one hundred and fifty three of the Federal District,
Jorge A. Sanchez Cordero Davila, recorded in the Public Registry of Commerce of
the Federal District in Mercantile Folio number "35,112" (thirty five thousand
one hundred and twelve), prior permit of the Ministry of Foreign Relations, were
officially recorded the Minutes of the General Ordinary and Extraordinary
Shareholder's Meeting of the company named "Inmobiliaria Saro", Sociedad Anonima
de Capital Variable, in which it was agreed the capital stock increase of the
company to the amount of three hundred and forty eight thousand thirty six
millions two hundred and fifty thousand (old) pesos, Mexican Currency, and it
was modified as consequence Article Sixth of its By-laws, change of name to
"Grupo SYR", Sociedad Anonima de Capital Variable, the foreigner clause was
changed to a foreigner admission clause and its By-laws were totally amended.

VIII.    CAPITAL STOCK INCREASE IN ITS VARIABLE PART.
         -------------------------------------------

By public instrument number twenty five thousand one hundred and fifty seven,
dated on December thirteen, nineteen hundred and ninety one, executed in this
City before Notary number one hundred and fifty three of the Federal District,
Jorge A. Sanchez Cordero Davila, recorded on October three, nineteen hundred and
eighty eight in the Public Registry of Commerce of the Federal District in
Mercantile Folio number "35,112" (thirty five thousand one hundred and twelve),
were officially recorded the Minutes of the General Ordinary and Extraordinary
Shareholder's Meeting of the company named "Grupo SYR", Sociedad Anonima de
Capital Variable, in which it was agreed the capital stock increase in its
variable part to the amount of forty six millions one hundred and nine thousand
(old) pesos, Mexican Currency.

IX.      BY-LAWS AMENDMENT.
         -----------------

By public instrument number thirty four thousand seven hundred and sixty eight,
dated on October ten, nineteen hundred and ninety five, executed in this City
before Notary number one hundred and fifty three of the Federal District, Jorge
A. Sanchez Cordero Davila, recorded in the Public Registry of Commerce of the
Federal District in Mercantile Folio number "35,112" (thirty five thousand one
hundred and twelve), prior permit of the Ministry of Foreign Relations, were
officially recorded the Minutes of the General Extraordinary Shareholder's
Meeting of the company named "Grupo SYR", Sociedad Anonima de Capital Variable,
held on September six, nineteen hundred and ninety five, in which it was agreed
the amendment of Articles Sixth and Twenty Ninth of its By-laws.

X.       REDUCTION AND INCREASE OF CAPITAL STOCK AND TOTAL AMENDMENT
         ------------------------------------------------------------
         OF ITS BY-LAWS.
         --------------

By public instrument number forty thousand eight hundred and fifteen, dated on
August eight, nineteen hundred and ninety seven, executed in this City before
Notary number one hundred and fifty three of the Federal District, Jorge A.
Sanchez Cordero Davila, recorded in the Public Registry of Commerce of the
Federal District in Mercantile Folio number "35,112" (thirty five thousand one
hundred and twelve), were officially recorded the Minutes of the General
Extraordinary Shareholder's Meeting of the company named "Grupo SYR", Sociedad
Anonima de Capital Variable, held on July twenty four, nineteen hundred and
ninety seven, in which it was agreed the reduction and increase of the capital
stock of the company, to remain in the amount of one hundred million pesos,
Mexican Currency and totally amended its By-laws.

XI.      TOTAL AMENDMENT OF ITS BY-LAWS.
         ------------------------------

By public instrument number fifty thousand six hundred and thirty two, dated on
September three, nineteen hundred and ninety nine, executed in this City before
Notary number one hundred and fifty three of the Federal District, Jorge A.
Sanchez Cordero Davila, recorded in the Public Registry of Commerce of the
Federal District in Mercantile Folio number "35,112" (thirty five thousand one
hundred and twelve), were officially recorded the Minutes of the General
Extraordinary and Ordinary Shareholder's Meeting of the company named "Grupo
SYR", Sociedad Anonima de Capital Variable, held on February first, nineteen
hundred and ninety nine, in which it was agreed the total amendment of its
By-laws, from which it is stated that the actual name of the company of "GRUPO
SYR", Sociedad Anonima de Capital Variable, with domicile in Mexico, Federal
District, with and indefinite duration, represented by one hundred million
ordinary, registered, non par value shares, and its variable capital stock that
may not exceed of ten times the minimum fixed capital stock and the foreigner
admission clause.

From such instrument, I copy, the following By-laws provisions that are in
effect: "...BY-LAWS OF GRUPO SYR, S.A. DE C.V. CHAPTER I......ARTICLE SECOND.
The purpose of the Company is:

I.       To be the direct or indirect holder of shares, participation or
         interests in other corporations, to participate in all kind of
         mercantile and civil companies, civil associations and national and
         foreign enterprises, bonds, participation, interests, assets and
         rights, or through any other legal mean to transfer, encumber or in any
         other manner dispose of and carry out all kind of acts and mercantile
         agreements regarding such shares, bonds, participation, interests,
         assets and rights;

II.      Acquire, transfer, encumber, lease or take in lease and to execute acts
         of commerce over all kind of real assets, real rights over such real
         assets or any other corporeal or incorporeal assets that are
         incorporated, related to or accessory to such assets or rights;

III.     To carry out acts of commerce by itself or on account of third
         parties, to act as principal, agent, commercial mediator and, in
         general, to represent individual or juridical persons, either
         Mexicans or from abroad;

IV.      Promote, constitute, organize and manage any kind of companies,
         associations and enterprises;

V.       Render and receive all kind of services including in an enunciated but
         not limited manner, administrative, technical, technical assistance,
         sales, marketing, publicity, supervision, consultation and counseling
         services in commercial, administrative, industrial, accounting,
         mercantile, legal matters and of any other nature;

VI.      Register,  acquire, possess and dispose of trademarks,  trade names,
         patents,  copyrights,  inventions and processes, and to grant licenses
         thereof;

VII.     Receive and grant financing, as it may be deemed necessary for the
         fulfillment of other corporate purposes;

VIII.    Issue, endorse, accept and in any other manner subscribe credit
         instruments and to carry out with them all kind of operations;

IX.      To grant special endorsements, bonds and in general guarantee with
         pledge or mortgage, third parties obligations with or without
         counterclaim and therefore, to subscribe credit instruments, agreements
         and other documents necessary to grant such guarantees prior the
         authorization of the Board of Directors according to what it is set
         forth in these By-laws;

X.       To carry out the operations related with the purposes stated above or
         those operations that may directly or indirectly favor its execution.

                                    CHAPTER V

                              SHAREHOLDERS MEETINGS

         ARTICLE SIXTEENTH. The General Meeting of Shareholders shall be
Extraordinary and Ordinary. All other Meetings shall be Special meetings.

         The General Extraordinary Meeting of Shareholders shall be called: (i)
to deal with any of the items set forth in Article 182 of the General Law of
Commercial Companies; (ii) to agree about the cancellation of the registration
of the shares of the Company in the Section of Securities at the Registro
Nacional de Valores e Intermediarios (National Registry of Securities and
Intermediaries) and in other stock exchanges, either national or from abroad, in
which they are registered except for quotation systems or other markets non
organized as stock exchanges; and (iii) to agree about the amendment of Article
Eleventh of these By-laws. All other General Meetings shall be Ordinary
Meetings.

         Special Meetings shall be those gathered to deal with the rights of one
category of shares and shall be subject to the applicable provisions of the
Extraordinary Meetings.

         ARTICLE SEVENTEENTH. The calls for the Meetings of Shareholders must be
done by the Board of Directors or by any of the Examiners, as may be deemed
necessary or as set forth by the applicable provisions of the General Law of
Commercial Companies. In all cases, the shareholders of for at least thirty
three percent of the capital stock, may ask the Board of Directors or the
Examiner in writing, in any moment, to call a General Meeting of Shareholders to
discuss the items specified in its application. If the call is not carried out
within the following fifteen days as of the date of its application, the Civil
Judge or the District Judge of the domicile of the Company must make the
petition of the interested parties that represent for at least thirty three
percent of the capital stock, who may exhibit the share certificates for such
purpose.

         Any holder of common or ordinary shares may apply for the call of a
General Ordinary Meeting of Shareholders in the assumptions set forth in
Articles 168 and 185 of the General Law of Commercial Companies.

         ARTICLE EIGHTEENTH. The calls for the Meetings of Shareholders must be
published in the official gazette in the corporate domicile or in one of the
newspapers of broader national circulation, with for at least fifteen calendar
days prior to the date fixed for the Meeting. The calls shall contain the Agenda
and must be signed by the person or persons that prepare them, in the
understanding that if the Board of Directors prepare them, they shall contain
the signature of the Secretary or of the Alternate Secretary of such organ, or
of the delegate that for such purpose is designated by the Board of Directors
among its members. The Meetings may be held without a prior call in the event
all the shares representing the capital stock of the company are present or
represented at the moment of voting.

         In the event in any Meeting, either Ordinary, Extraordinary or Special,
all the shareholders are gathered, such Meeting may solve by unanimous voting
any matters, including those items not contained in the corresponding Agenda.

         ARTICLE NINETEENTH. In the Meetings of Shareholders shall be only
admitted those persons appearing in the Shares Register Book that is carried out
by the Company, such register shall be closed three days prior to the date fixed
for the holding of the Meeting.

         To attend the Meetings, the shareholders must exhibit the corresponding
admission card that shall be only issued upon its application. Such application
must be submitted with for at least 24 hours prior to the hour set forth for the
holding of the Meeting, together with the evidence of the deposit in the
Secretary of the Company of the certificates or titles of the corresponding
shares, or of the certificates or evidences of deposit of such shares issued by
any institution for the deposit of securities, by a credit institution, either
national or from abroad, or by a stock exchange in terms of the corresponding
applicable provisions of the Market of Securities Law. In order to have the
right to attend the Meetings, the Shareholders or their representatives shall
deposit the shares. All share titles deposited in the Corporation in order to
attend the Meetings against the delivery of a voucher issued to the shareholder
or to its representative shall not be returned until the holding of such
Meetings.

         ARTICLE TWENTIETH. Shareholders may be represented at any meeting of
shareholders by any person designated by them in writing signed by two witnesses
as his proxy.

         The members of the Board of Directors and the Examiners may not
represent the shareholders in any Meeting and may not vote the shares whenever
is dealt the responsibility of such directors or examiners or the items related
to the approval of the reports referred to in Articles 166, Section IV and 172
of the General Law of Commercial Companies.

         ARTICLE TWENTY FIRST. The Minutes of the Meeting shall be recorded in
the Minutes Book that is carried out by the Company and shall be signed by the
persons acting as President and Secretary, as well as by the Examiners that have
attended such Meeting.

         ARTICLE TWENTY SECOND. The Meetings shall be presided over by the
Chairman of the Board of Directors and in his absence by the Vice-President, or
by the person designated by the Meeting, in the event there are various
Vice-Presidents. In their absence, the persons elected to take their place, by
simple vote of the majority of the shareholders present at the Meeting shall
preside over such Meeting.

         The Secretary of the Board of Directors shall act as Secretary at the
Meeting of Shareholders and, in his absence, the person designated by the
majority of votes of the shareholders among the members present shall act as
Secretary. The President shall designate two or more Tellers to count the number
of shares present at the Meeting.

         The votes of the Shareholders of the Meeting shall be economic, under
the proposal of any shareholder, the Meeting shall decide by majority of votes
to calculate the votes issued by means of a voting card.

         ARTICLE TWENTY THIRD. The General Ordinary Meetings of Shareholders
shall be hold for at least once a year within the following four months to the
closing of each fiscal year. In addition to the specific items of the Agenda,
the General Ordinary Meeting must: (i) discuss, approve or modify the Report of
the Board of Directors referred to in Article 172 of the General Law of
Commercial Companies by taking into account the Opinion of the Examiner; (ii)
acknowledge the report of the immediate prior fiscal year referred to in Article
172 of the General Law of Commercial Companies that may correspond to such
corporations in which the Company is the holder of the majority of their shares
and of the interests, provided that the investment value in each one of them
exceeds 20% (Twenty percent) of the net assets of the Company regarding the
statement of financial position of the Company at the closing of the
corresponding fiscal year; (iii) to decide about the application of profits and
losses; and (iv) to designate the members of the Board of Directors, the
Examiner, their alternates and to determine their remuneration.

         The General Extraordinary Meetings of Shareholders shall be gathered to
deal with any of the matters of its competency.

         Special Meetings of Shareholders of any class of shares, in which the
capital stock is divided, shall gather to deal with items referred to in Article
195 of the General Law of Commercial Companies.

         ARTICLE TWENTY FOURTH. For a quorum to exist at a General Ordinary
Meeting of Shareholders held upon first call, the holders of for at least fifty
percent of the common or ordinary shares entitled to vote must be present or
represented at the Meeting and its resolutions shall be validly adopted while
taken by the majority of votes of the common or ordinary shares present or
represented at such Meeting.

         A quorum shall exist at any General Ordinary Meeting of Shareholders,
notwithstanding the number of common or ordinary shares present or represented
at the Meeting and its resolutions shall be validly adopted while taken by the
majority of votes of the common or ordinary shares represented at such Meeting.

         ARTICLE TWENTY FIFTH. Except as otherwise provided in Article Thirty
Third of these By-laws, Extraordinary and Special Meetings of Shareholders shall
comply with the following rules:

I.       For a quorum to exist at an Extraordinary Meeting of Shareholders upon
         first call, the holders of for at least 75% (Seventy five percent) of
         the common or ordinary shares entitled to vote at such Meeting must be
         present or represented and its resolutions shall be validly adopted
         while taken by the favorable vote of the common or ordinary shares
         that represent for at least 50% (Fifty percent) of the capital stock.
         A quorum shall exist at Extraordinary Meetings of Shareholders hold
         upon second or subsequent calls when the holders of for at least 50%
         (Fifty percent) of the common or ordinary shares of the capital stock
         are present or represented and its resolutions may be validly adopted
         while taken by the favorable vote of the common or ordinary shares
         that represent for at least 50% (fifty percent) of the capital stock.

         Notwithstanding the foregoing, the favorable vote of the shares
representing 90% of the common or ordinary shares shall be needed to vote for a
merger or the splitting of this Company or of the corporations in which this
Company is the holder of the majority of their shares, as well as to decide the
amendment of this Section I, Section XII of Article Thirty Second and Thirty
Third of these By-laws.

II.      Special Meetings shall apply the same rules set forth in Section I
         above of this Article but referred to a special class of shares.

                                   CHAPTER VI

                            MANAGEMENT OF THE COMPANY

         ARTICLE TWENTY SIXTH. Management of the Company shall be vested in a
Board of Directors composed by an uneven number of members designated by the
General Ordinary Meetings of Shareholders, in the understanding that such number
shall be for at least 7 members. The Meeting may designate alternate members up
to an equal number of the proprietary members and if they are designated, the
Meeting shall have the faculty to determine the way in which the alternate
members may substitute the proprietary members, in the understanding that if the
Meeting do not determine so, any alternate member may substitute any proprietary
member, except for those alternates designated by the minority of the
shareholders, which may only substitute the proprietary members designated by
such minority, indistinctly.

         The appointment or election of the members of the Board of Director
shall be done in an Ordinary Meeting of Shareholders by the majority of votes
and to the number of directors designated in such manner by common or ordinary
shareholders shall be added a proprietary member and its corresponding alternate
designated by the minority of the shareholders referred to in the following
paragraph.

         Shareholders representing for at least twenty five percent of common or
ordinary shares of the capital stock have the right to designate a proprietary
member and his alternate, who may only substitute such proprietary member; in
the understanding that such percentage shall be 10% (Ten percent) of the common
or ordinary shares in the assumption that the shares of the Company are
registered in the stock exchange. Once the minority has made its appointments,
the Meeting shall determine the total uneven number of members composing the
Board of Directors and shall designate other members of the Board by the vote of
a simple majority of the common or ordinary shares, without taking into
consideration the votes corresponding to the minority shareholders referred to
in this paragraph.

         ARTICLE TWENTY SEVENTH. The members of the Board of Directors may be or
may not be shareholders, they shall occupy their duties during a year and their
appointments may be reelected or revoked in any moment, and even minority
directors shall receive the remuneration determined by the General Ordinary
Meeting of Shareholders.

         Notwithstanding the foregoing, the members of the Board of Directors
shall continue in the performance of their duties, even though the term in which
they have been elected has concluded, until their successors have been elected
and have taken office.

         Members of the Board of Directors, Examiners, administrators, directors
and managers must not give a guarantee to assure the compliance of the duties
they have acquired in the performance of their duties, except that the Meeting
of Shareholders has decided to establish such obligation.

         ARTICLE TWENTY EIGHTH. In the lack of express designation of the
Meeting, the Board of Directors, in its first session immediately after its
members are being designated, must appoint among its members a President and, as
the case may be, one or more Vice-Presidents. Upon the omission of the Meeting,
the Board of Directors must also designate a Secretary and an Alternate
Secretary, which may not need to be members of the Board of Directors. The Board
may also appoint the persons occupying other duties that are deemed necessary
for the better performance of their duties. The temporal or definitive absences
of the proprietary members of the Board of Directors shall be covered by the
corresponding alternate members in the way determined by the General Ordinary
Meeting of Shareholders, except for those alternate members designated by the
minority of shareholders, which may only substitute the proprietary members
designated by such minority, indistinctly.

         The Chairman shall preside over the Meetings of Shareholders and the
sessions of the Board of Directors, as the case may be, and shall comply and
execute the resolutions of the Meetings and of the Board, without need of a
special resolution. In his absence, the Meetings and the above mentioned
sessions shall be presided over by any of the Vice-Presidents in the order of
their election or, in the absence of any of them, by any of the members of the
Board that the assistants designate by the majority of votes. In the event, all
the directors in any Meeting of Shareholders are absent, the Meeting shall be
presided over by the person designated by such Meeting by a simple majority of
votes. The person presiding over the Meetings shall designate one or more
tellers to count the shares that are present or represented. The corporate organ
may also appoint other special delegates for such effects, which may be persons
without any link with the Company.

         At the Meetings of Shareholders shall act as Secretary, the Secretary
of the Board of Directors and, in his absence, shall occupy such duty its
alternate member. In their absence, upon the proposal of the person presiding
over the Meeting, the Meeting shall designate such person by a simple majority
of votes. This provision shall be applied in equal terms in any Board of
Directors session.

         Copies or evidences of the Minutes of the Board of Directors Meetings
and of the Meetings of Shareholders, as well as of the corresponding entries in
the corporate registries or books and, in general, any document of the file of
the Company may be authorized and certified by the Secretary or its Alternate,
and shall be permanently delegated to go before the Public Notary or Broker of
its election to formalize the resolutions contained in the Minutes of the
sessions or meetings of the corporate organs, without requiring an express
authorization. The Secretary shall draft and shall enter into the corresponding
books the Minutes that contain the resolutions of the Meetings and of the
sessions of the Board of Directors, as well as to issue certificates of the same
and of the designations, signatures and faculties of the officers and attorneys
of the Company.

         ARTICLE TWENTY NINTH. The Board of Directors shall annually gather in
the dates and with the periodicity determined by the same Board in the first
session hold during each fiscal year, without being necessary to call its
members in each occasion to meetings whose holding is priory programmed
according to the meetings calendar that has been approved by the Board.

         Additionally, the Board may gather in any other date as determined by
the President, Vice-President, any two of its proprietary members or by the
Examiner, by means of a call to all the proprietary members or, as the case may
be, to the alternates that are required, sent by mail, telegram, telefax,
messenger or by any other means that warrants that the members of the Board
receive the notice with for at least three days in advance. The Board of
Directors may gather in any moment, without prior call, in the event all the
members of the Board are present.

         For a quorum to exist in the Board of Directors sessions, the
assistance of the majority of its members shall be required and its resolutions
shall be validly adopted while taken by the majority of votes of the members
present in the session. In case of tie votes, the President of the Board or as
the case may be, the Vice-President shall have the decisive vote.

         The Board sessions shall be hold in the corporate domicile or in any
other place agreed priory by the Board of Directors within the Republic of
Mexico, except for acts of God or of force majeur.

         The Minutes containing the resolutions of the Board of Directors must
be authorized by those persons acting as President and as Secretary of the
corresponding meeting and shall be registered in a specific book that the
Company must carry out for such purposes.

         ARTICLE THIRTIETH. According to what it is set forth in the last
paragraph of Article 143 of the General Law of Commercial Companies, the Board
of Directors may validly adopt the resolutions without need of gathering
personally the members in a formal session. Agreements taken out of session must
be approved, in all cases, by the favorable vote of all the proprietary members
of the Board, or in case of a definitive absence or inability to act of some of
them, with the favorable vote of the corresponding alternate members, according
to the following provisions:

I.       The Chairman, by his own initiative or under the application of the
         Examiner or of any two proprietary members of the Board of Directors,
         must communicate all the proprietary members or, as the case may be,
         the alternate members of the corporate organism and the Examiner, in an
         oral or written manner or as it is deemed necessary, the resolutions
         that are taken out of session and the reasons justifying them.
         Likewise, the Chairman must provide all of them, in the event it is
         requested, all the documents and clarifications that are required for
         such effect. One or two members of the Board as determined by him or by
         the Secretary or its alternate, to carry out the corresponding notices
         may help the Chairman.

II.      In the event all the proprietary members of the Board or, as the case
         may be, the alternate members whose vote is required, shall orally
         state the President or the members assisting him, their consent with
         all the agreements or resolutions that are submitted to their
         consideration no later than the second business day following the date
         in which they have stated it in the way established in the following
         Section III. A written acknowledgement must be sent to the President
         and to the Secretary through mail, telex, telefax, telegram or
         messenger, or through any other means guaranteeing that the persons
         receive the notice within the two following business days.

III.     For the effects of what it is set forth in Section II above, the
         Chairman must send in writing to each one of his members, either
         directly or through the persons that help him, a formal project of the
         Minutes that contain the agreements or resolutions that are to be
         adopted out of session and any other document that is deemed necessary,
         with the purpose that, as the case may be, once done the modifications
         that are required, the Minutes project shall be sent to the Chairman
         and to the Secretary, duly signed in the bottom, by each one of the
         Board of Directors members.

IV.      Once the Chairman and the Secretary receive the confirmations in
         writing of all the members of the Board of Directors, they shall
         proceed immediately to register the approved Minutes in the
         corresponding Minutes book which contains all the resolutions taken,
         same that shall be formalized with the signature of the Chairman and
         of the Secretary. The date established of the Minutes shall be the
         date in which all its members have obtained the oral or written
         consent, even though in that moment it has not been received the
         written confirmation. Once such confirmation is received, they must be
         integrated in a file that must be carried by the Company. Likewise,
         the file must be integrated with the observations in writing that as
         the case may be, are done by the Examiner to the corresponding
         resolution project.

         ARTICLE THIRTY FIRST. The daily operation and direction of the business
of the Company may be in charge of a General Director designated by the Board of
Directors, who may have the faculties conferred by the same Board.

         The General Director may be shareholders or not or may be members of
the Board of Directors and shall hold office until the new Board of Directors
revokes its designation or accepts its resignation.

         ARTICLE THIRTY SECOND. The Board of Directors shall have the following
faculties and obligations:

I. General power of attorney for lawsuits and collections with all general
faculties and with those special faculties which require a special clause in
accordance with Law, without limits, according to what it is set forth in the
first paragraph of Article 2554 of the Civil Code for the Federal District,
together with the corresponding articles of the Civil Codes of the States of the
Republic. The Board of Directors shall have the following faculties, in an
enunciated but not limited manner: to withdraw from all kind of actions, even
Amparo suits; to settle; to bind themselves/himself/herself in arbitration; to
prepare and answer interrogatories; to make assignments of assets; to challenge
judges; to receive payments and to carry out all types of activities expressly
permitted by Law, including to represent the Company before all kind of
judicial, administrative, criminal, civil and other authorities, with the
faculty to file suits and criminal actions, to pardon, to be a victim of an
offense or to help the Government Attorney in criminal procedures, before all
kind of authorities and before labor courts.

II. General power of attorney for acts of administration as set forth in
paragraph second of Article 2554 of the Civil Code for the Federal District,
together with the corresponding articles of the Civil Codes for the States of
the Republic.

III. General power to appoint and remove the General Director and any of the
other General or Special Directors or Managers, as well as other officers,
attorneys, agents and employees of the Company; to determine their faculties,
work conditions and remuneration.

IV. To acquire and transfer shares and interests in other companies, in the
understanding that the Board of Directors shall need to be priory authorized by
the General Ordinary Meeting of Shareholders for the acquisition or transfer of
shares or to exercise the right of retirement exclusively in the following
cases:

1.       When the acquisition value of the shares of other company, by virtue of
         one or more simultaneous or successive acquisitions, exceed from the
         twenty percent of the value of the capital stock of the Company,
         according to the last financial position statement. The approval of the
         General Ordinary Meeting of Shareholders shall not be required while
         acquiring shares or interests in other companies, whose activities are
         coincident with industrial, commercial or services activities of this
         Company.

2.       When the transfer value of the shares of other companies, by virtue of
         one or more simultaneous or successive acquisitions, exceeds from the
         twenty percent of the net assets, according to the statement of
         financial position of the Company. The General Ordinary Meeting of
         Shareholders shall be called in the event of transfer of shares or
         interests, if such transfer implies, by virtue of one or more
         simultaneous or successive operations, the loss of the control of the
         Company, whose activities are coincident with the industrial,
         commercial or services activities of this Company; and

3.       To exercise, in terms of Article 220 of the General Law of
         Commercial Companies, the right of retirement that may correspond
         to the shares of the variable part of the capital stock, when
         such variable part represents, by virtue of one or various
         simultaneous or successive acts, the reimbursement of shares
         whose value exceeds twenty percent of the net assets of the
         Company, as set forth in the last financial position statement.
         The approval of the General Ordinary Meeting of Shareholders
         shall be required in the event such retirement implies, by virtue
         of one or various simultaneous or successive acts, the loss of
         the control of the company whose activities are coincident with
         the industrial, commercial or services activities of this
         Company.

V. General power of attorney for acts of dominion, without limits, in terms of
the third paragraph of Article 2554 of the Civil Code for the Federal District,
together with the corresponding articles of the Civil Codes for the States of
the Republic.

VI. To issue, subscribe, grant special endorsements and in any other manner
negotiate all kind of credit instruments, in terms of Article 9 of the General
Law of Credit Instruments and of Credit Operations.

VII. To open and close bank accounts or with any other financial intermediary,
as well as to make deposits and withdrawals.

VIII. To call general ordinary, extraordinary and special meetings of
shareholders, in the cases set forth by these By-laws or by the General Law of
Commercial Companies, or as may be deemed convenient to fix the date and hour in
which such meetings must be hold and to execute their resolutions.

IX. To prepare labor internal regulations.

X. To appoint and remove external auditors of the Company.

XI. To establish branches and agencies of the Company in any part of the
Republic of Mexico or abroad.

XII. It shall be an exclusive and non delegable faculty of the Board of
Directors to determine the sense in which the votes corresponding to the shares
owned by the Company must be issued in the Meetings of Shareholders of the
companies in which the Company is the majority shareholder. The Company may
designate in such companies one Proprietary and Alternate Director, and one
Proprietary or Alternate Examiner, from the persons that have been designated by
the minority shareholders of this Company that are the holders of 14% of the
capital stock. The Board of Directors shall require the prior approval of the
General Meeting of Shareholders to vote the shares of such companies in merger
or splitting matters.

XIII. To confer and revoke general or special power of attorneys with the
faculty of substitution, except for those faculties whose exercise correspond
exclusively to the Board of Directors by Law or by these By-laws and by
reserving always the exercise of such faculties.

XIV. To carry out all the acts authorized by these By-laws or that are the
consequence of such acts.

XV. To authorize, in terms of article 14 Bis of the Market of Securities Law,
the acquisition in the stock exchange of the shares representing the capital
stock of the Company according to the applicable provisions, as well as its
later location, as set forth in Article Eighth of these By-laws.

XVI. To establish Special Committees that are deemed necessary for the
performance of the operations of the Company by fixing the faculties and
obligations of such Committees, in the understanding that such Committees shall
not have the faculties, that according to Law or to these By-laws, correspond
exclusively to the General Meeting of Shareholders or to the Board of Directors.

                                   CHAPTER VII

                           SURVEILLANCE OF THE COMPANY

         ARTICLE THIRTY THIRD. The surveillance of the affairs of the Company
shall be entrusted to one or more Proprietary Examiners and their alternates,
who may or may not be shareholders, designated by the General Ordinary Meeting
of Shareholders. The Examiners and their corresponding alternates shall be
chosen annually and may be re-elected one or more times and shall hold office
until their successors have been elected and taken office.

         The Examiners shall have the powers and duties vested in them under
Article 166 of the General Law of Commercial Companies.

         All shareholders or group of shareholders holding 14% (Fourteen
percent) of the capital stock of the Company shall have the right to designate
an Examiner.

         This Article shall only be modified by means of the favorable vote of
the shares representing 90% of the capital stock of the Company.

XII.     MINUTES THAT ARE OFFICIALLY RECORDED.
         ------------------------------------

The appearing person exhibits the Minutes of the General Extraordinary
Shareholders Meeting of the company named "GRUPO SYR", SOCIEDAD ANONIMA DE
CAPITAL VARIABLE, held on August twenty eighth, of the year two thousand, that
is in page twenty nine, and in the Attendance List, same that are attached
hereto as Appendix "B", and that are totally transcribed as follows:

"GENERAL EXTRAORDINARY SHAREHOLDERS MEETING OF GRUPO SYR, S.A. DE C.V.

In the city of Mexico, Federal District, at 10:00 A.M on August 28, 2000, there
met at the corporate domicile of Grupo SYR, S.A. de C.V., the shareholders of
the Company, whose names and signatures appear in the Attendance List that was
prepared, with the purpose of holding a General Extraordinary Shareholder's
Meeting of the Company. It is certified that the corresponding calls were
published with the anticipation set forth in the By-laws of the Company, same
that are attached to these Minutes.

Mr. Miguel Irurita Tomasena, designated by the majority of shareholders,
presided over the Meeting and Mr. Ricardo Martinez Cruz, who is the Secretary of
the Company, acted with such character.

The Chairman designated Miss Rebeca Nicholson Castro and Mr. Marco Polo Castro
Perez as Tellers, who accepted their appointments and in the discharge of their
duties proceeded to review the Shareholder's Registry Book and prepared the
Attendance List in which they certify that 99.80% (ninety nine point eighty
percent) of the subscribed and paid in shares, entitled to vote, representing
the capital stock of Grupo SYR, S.A. de C.V., was present or represented in the
Meeting.

Whereas the necessary quorum set forth in article 190 of the General Law of
Commercial Companies exists, the Chairman declared the Meeting legally convened
and valid the resolutions adopted with the favorable vote of for at least 75%
(seventy five percent) of the shares representing capital stock of the Company,
and thereupon, read the following:

                                     AGENDA

I.       Proposal, discussion and, as the case may be, approval of the
         re-classification of the capital stock of the Company.

II.      Submission, discussion and, as the case may be, approval of the
         proposal to merge Grupo Elektra, S.A. de C.V. and Grupo SYR, S.A.
         de C.V., disappearing the first, as merged company and subsisting
         the latter as merging company.

III.     Proposal, discussion and, as the case may be, approval of the
         change of name of the Company.

IV.      Proposal, discussion and, as the case may be, approval of the
         total amendment of the Bylaws of the Company.

V.       Discussion and, as the case may be, approval to carry out a share
         re-structure of the Company.

VI.      Discussion and, as the case may be, approval to carry out the
         exchange of shares of the Company as a consequence of the merger.

VII.     Discussion, ratification and, as the case may be, designation of the
         new members of the Board of Directors and Examiners of the Company, as
         well as the approval of their remuneration.

VIII.    Designation of special delegates of the meeting to go before notary
         public of its election to record officially the Minutes and to
         register, as the case may be, before the public registry of property
         and of commerce, the resolutions of the meeting, as well as to execute
         any other transaction related with the meeting.

Once the items on the Agenda were unanimously approved, the Meeting proceeded to
deal with such items.

Regarding the first item of the Agenda, the Chairman explained the shareholders
about the convenience to re-structure the share composition of Grupo SYR, S.A.
de C.V. in order to facilitate the administrative management of the books of the
Company. To carry out the above mentioned, the Chairman proposes the
shareholders to reduce the number of outstanding shares of Grupo SYR. S.A. de
C.V., from 4,268,489,000 shares that are actually in circulation to
3,511,597,705 shares, which will represent a retirement and cancellation of
756,891,295 shares equivalent to 17.73% (seventeen point seventy three percent).

Likewise, the Chairman stated the shareholders that such cancellation and
retirement in the number of shares will not affect their contribution
percentages both in the minimum fixed capital stock as in the variable part of
the capital stock of the Company. The Chairman continues stating that in virtue
that the shares representing capital stock have no par value, the retirement and
cancellation of their shares do not imply a reduction to the capital stock
amount.

After discussion, the shareholders unanimously vote and take the following
resolutions:

                                   RESOLUTIONS

"1. It is to be authorized and is authorized the retirement and cancellation of
756,891,295 outstanding shares of Grupo SYR, S.A. de C.V. in order to facilitate
the administrative management of the books of the Company and without such
retirement and cancellation of shares implying a reduction of capital stock as a
re-classification of the number of shares of the Company, to remain integrated
of 3,511,597,705 shares of which: (i) 82,267,933 are Series "B", Class I,
common, registered, non par value shares representing the minimum fixed capital
stock of the Company; and (ii) 3,429,329,772 are Series "B", Class II, common,
registered, nor par value shares representing the variable capital stock of the
Company distributed as follows:
<TABLE>

SHAREHOLDERS                     SERIES "B" SHARES
------------                     -----------------
<S>                 <C>             <C>                  <C>                <C>
                    CLASS 1         CLASS 2              TOTAL              PARTICIPATION
Grupo Elektra,
S.A. de C.V.        77,654,916      3,429,329,724        3,506,984,640      99.86863349


Pedro Padilla
Longoria                            12                   12                 0.00000033


Jorge Padilla
Trujillo                            12                   12                 0.00000033

Gabriel Roqueni
Rello                               12                   12                 0.00000033

Pablo Hernandez
Guerrero                            12                   12                 0.00000033

Casa de Bolsa
Banorte, S.A. de
C.V.                10,670                               10,670             0.00030385

Casa de Bolsa
Bancomer, S.A.
de C.V.             7,815                                7,815              0.00022256

Acciones y
Valores de
Mexico, S.A. de
C.V.                746,961                              746,961            0.02127125

Bursamex, S.A.
de C.V.             27,079                               27,079             0.00077112

Casa de Bolsa
Santander
Mexicano, S.A.
de C.V.             26,584                               26,584             0.00075704

IXE Casa de
Bolsa, S.A. de
C.V.                29,213                               29,213             0.00083191

Casa de Bolsa
Inverlat, S.A. de
C.V.                15,975                               15,975             0.00045492

Valores
Mexicanos, Casa
de Bolsa, S.A. de
C.V.                102,531                              102,531            0.00291979

CBI Casa de
Bolsa,
S.A. de C.V.        196,620                              196,620            0.05059917

GBM Grupo
Bursatil            121,413                              121,413            0.00345748
Mexicano, S.A.
de C.V. Casa de
Bolsa               8,620                                8,620              0.00024547


Grupo Financiero    238                                  238                0.0000677
Fina Value


Interacciones       214,759                              214,759            0.0061157
Casa de Bolsa,
S.A. de C.V.

Casa de Bolsa
Arka, S.A. de       17,245                               17,245             0.00049109
C.V.
Inversora
Bursatil,
S.A. de C.V.        3,761                                3,761              0.00010709

Multivalores
Casa de Bolsa,      40,023                               40,023             0.00113975
S.A. de C.V.

Operadora de
Bolsa Serfin,       27,869                               27,869             0.00079363
S.A. de C.V.
Casa de Bolsa
                    337,806                              337,806            0.00961973

Casa de Bolsa
BBV Probursa,
S.A. de C.V.        4,414                                4,414              0.00012569


Citibank Mexico,
S.A.                3,747                                3,747              0.00010671

                    615,197                              615,197            0.01751901
Banco Union,
S.A.
                    1,442,449                            1,442,449          0.04107671



Banco
Internacional,      301,101                              301,101            0.00857446
S.A.

                    6,897                                6,897              0.00019642
Bancomer, S.A.

Banco Nacional                                           164,172            0.00467514
de                  164,172
Mexico, S.A. de
C.V.

                    1,645                                1,645              0.00004685

Banco Industrial,
S.A. de C.V.

                    134,984                              134,984            0.00384394
Otros               -------         ----------------     -------            ----------

TOTAL:


                    82,267,933      3,429,329,772     3,511,597,705            100%




</TABLE>

"2. The Secretary of the Company is instructed to make the corresponding entries
in the Shareholders Registry Book of the Company by showing the retirement and
cancellation of the outstanding 756,891,295 shares approved as set forth in the
resolution number first above."

II. Submission, discussion and, as the case may be, approval of the proposal to
merge Grupo Elektra, S.A. de C.V. and Grupo SYR, S.A. de C.V., disappearing the
first, as merged company and subsisting the latter as merging company.

About the second item on the Agenda, the Chairman of the Meeting explained the
shareholders the convenience of merging Grupo Elektra, S.A. de C.V. with Grupo
SYR, S.A. de C.V., extinguishing the first as merged company and subsisting the
latter as merging company. The Chairman continues exposing that the merger must
be carried out taking into account that the patrimony of Grupo Elektra, S.A. de
C.V. will be incorporated with all its properties, rights and obligations to
Grupo SYR, S.A. de C.V., that the merger must be effective among the parties
three months after the corresponding resolution is recorded in the Public
Registry of Commerce and that for that the data and figures of the balance
sheets of the companies as of June 30, 2000 will be taken into consideration
while taking the decision of such merger. Likewise, the Chairman of the Meeting
explained the shareholders that as a consequence of the merger, it will be
necessary to increase the capital stock of Grupo SYR, S.A. de C.V.

In virtue of the foregoing and after a discussion, the Meeting unanimously
approved the following:

                                   RESOLUTIONS

"1. It is to be authorized and is authorized the balance sheet of the Company as
of June 30, 2000, that shows that the net assets are of $4,893,989,000.00 (Four
thousand eight hundred and ninety three million nine hundred and eighty nine
thousand pesos 00/100 Mexican Currency)."

"2. Based in article 222 of the General Law of Commercial Companies, it is
approved the merger of Grupo Elektra, S.A. de C.V. with Grupo SYR, S.A. de C.V.,
disappearing the first as merged company and subsisting the latter as merging
company taking into account the data and figures of the balance sheets of both
Companies as of June 30, 2000."

"3. As a consequence of the merger of Grupo Elektra, S.A. de C.V. and of Grupo
SYR, S.A. de C.V., the latter absorbs all the patrimony of the first company, in
a universal title, i.e., all its assets, passives, shares, rights, obligations
and responsibilities, as well as all that pertains to the merging companies in
fact or by law. It is particularly mentioned that Grupo SYR, S.A. de C.V., as
merging company, expressly accepts to bind itself under the terms and conditions
of the agreement named Indenture dated on March 22, 2000 executed by and
between, Grupo Elektra, S.A. de C.V. as issuer, the restricted subsidiaries
according to such Indenture as guarantors and The Bank of New York as fiduciary
over 12% of Series "A" notes and over 12% of Series "B" notes, both notes due in
the year 2008."

"4. Complying with what it is set forth in article 223 of the General Law of
Commercial Companies, the related merging resolutions and the balance sheets of
the companies as of June 30, 2000 must be published in the Federal Official
Gazette and once formalized, to record such resolutions in the Public Registry
of Commerce of the Federal District."

"5. The merger shall be effective among the parties, its shareholders as well as
before third parties three months after the registration of the merging
resolutions at the Public Registry of Commerce of the corporate domicile is
carried out, according to what it is set forth in article 224 of the General Law
of Commercial Companies."

"6. In terms of article 11 of the Federal Tax Code, the fiscal year of Grupo
Elektra, S.A. de C.V. shall terminate in advance, simultaneously at the moment
the merger is effective and the merging company must present the corresponding
returns of the merged company."

"7. After the merger is effective, Grupo Elektra, S.A. de C.V. must be cancelled
as taxpayer as set forth in the corresponding tax laws and all its books,
registries and documents, as well as the accounting in general must be
cancelled, and will be kept by the merging company for all the legal effects
that may take place."

"8. It is to be authorized and is authorized the Merger Covenant between Grupo
SYR, S.A. de C.V. and Grupo Elektra, S.A. de C.V. to remain drafted as follows:

                                 MERGER COVENANT

FIRST. Based in article 222 of the General Law of Commercial Companies, it is
approved the merger of Grupo Elektra, S.A. de C.V. with Grupo SYR, S.A. de C.V.,
disappearing the first as merged company and subsisting the latter as merging
company taking into account the data and figures of the balance sheets of both
Companies as of June 30, 2000.

SECOND. As a consequence of the merger of Grupo Elektra, S.A. de C.V. and of
Grupo SYR, SA. de C.V., the latter absorbs all the patrimony of the first
company, in a universal title, i.e., all its assets, passives, shares, rights,
obligations and responsibilities, as well as all that pertains to the merging
companies in fact or by law. It is particularly mentioned that Grupo SYR, S.A.
de C.V., as merging company, expressly accepts to bind itself under the terms
and conditions of the agreement named Indenture dated on March 22, 2000 executed
by and between, Grupo Elektra, S.A. de C.V. as issuer, the restricted
subsidiaries according to such Indenture as guarantors and The Bank of New York
as fiduciary over 12% of Series "A" notes and over 12% of Series "B" notes, both
notes due in the year 2008."

THIRD. Complying with what it is set forth in article 223 of the General Law of
Commercial Companies, the related merging resolutions and the balance sheets of
the companies as of June 30, 2000 must be published in the Federal Official
Gazette and once formalized, to record such resolutions in the Public Registry
of Commerce of the Federal District.

FOURTH. The merger shall be effective among the parties, its shareholders as
well as before third parties, three months after the registration of the merging
resolutions at the Public Registry of Commerce of the corporate domicile is
carried out, according to what it is set forth in article 224 of the General Law
of Commercial Companies.

FIFTH. In terms of article 11 of the Federal Tax Code, the fiscal year of Grupo
Elektra, S.A. de C.V. shall terminate in advance, simultaneously at the moment
the merger is effective and the merging company must present the corresponding
returns of the merged company.

SIXTH. Simultaneously or after the merger is effective, Grupo Elektra, S.A. de
C.V. must be cancelled as taxpayer as set forth in the corresponding tax laws
and all its books, registries and documents, as well as the accounting in
general must be cancelled, and will be kept by the merging company for all the
legal effects that may take place.

"9. It is taken note that on April 13, 2000, the Comision Federal de Competencia
issued the official letter contained in file number CNT-35-2000 in which such
entity stated that it does not object to the merger as it is spread upon the
record."

"10. As a consequence of the approved merger, the capital stock of Grupo SYR,
S.A. de C.V. is increased in the amount of $6,429,000.00 (Six million four
hundred and twenty nine thousand pesos 00/100 Mexican Currency) by issuing
108,419,158 Series "B", Class "I" non par value, common registered shares,
representative of the fixed minimum capital stock of the Company, which
correspond to Grupo Elektra, S.A. de C.V. to reflect the additional investment
that such shareholder has in Comunicaciones Avanzadas, S.A. de C.V.

In virtue of the foregoing, the total capital stock of the Company increases to
the amount of $5,045,089,000.00 (Five thousand forty five million and eighty
nine thousand pesos 00/100 Mexican Currency) represented by 3,620,016,863
shares."

"11. The Secretary of the Company is instructed to carry out the corresponding
entries in the Shareholders Registry Book reflecting the increase in the capital
stock approved according to the eighth resolution, above."

III. Proposal, discussion and, as the case may be, approval of the change of
name of the Company.

Regarding the third item on the Agenda, the Chairman explained the shareholders
that it should be convenient to change the name of the company to "GRUPO
ELEKTRA" followed by the words "Sociedad Anonima de Capital Variable" or its
abbreviation "S.A. de C.V."

After discussion, the shareholders unanimously took the following:

                                   RESOLUTION

"1. It is to be authorized and is authorized that as of the merger is effective
the Company will change its name from "Grupo SYR, S.A. de C.V." to "GRUPO
ELEKTRA", followed by the words "Sociedad Anonima de Capital Variable" or of its
abbreviation "S.A. de C.V., and therefore its article first of its By-laws will
be modified, to remain drafted as follows:

"FIRST. The name of the Corporation is "GRUPO ELEKTRA" and shall be followed by
the words "SOCIEDAD ANONIMA DE CAPITAL VARIABLE" or of its abbreviation "S.A. DE
C.V.".

"2. Ricardo Martinez Cruz, Miguel Irurita Tomasena, Gerardo Correa Etchegaray,
Rebeca Nicholson Castro, Marco Polo Castro Perez, Rodrigo Gaytan Huerta, Ricardo
Gonzalez Camargo, Christian Guizar Jimenez, Carlos Zamarron Ontiveros and Pedro
Resendez Bocanegra are designated, so that indistinctly, jointly or separately,
in the name and representation of the Company go before the Foreign Relations
Ministry to carry out the necessary acts to obtain the authorization to change
the name of the Company, by authorizing them to delegate the above authorization
on behalf of the juridical persons or individuals that are deemed convenient."

IV. Proposal, discussion and, as the case may be, approval of the total
amendment of the By-laws of the Company.

Regarding the fourth item on the Agenda, the Chairman explained the shareholders
that as a consequence of the resolutions taken in the above items, it is
necessary to totally amend its By-laws and the Chairman submit the shareholders
a project for its discussion.

Thereupon the project was read and after its discussion, the meeting unanimously
take the following:

                                   RESOLUTION

"1. It is to be authorized and is authorized the total amendment of the By-laws
of GRUPO SYR, S.A. de C.V. according to the text of the By-laws that is drafted
as follows:

                                  CHAPTER FIRST

          NAME, CORPORATE PURPOSE, DURATION, DOMICILE AND NATIONALITY.

         ARTICLE FIRST. The name of the Corporation is "GRUPO ELEKTRA" and shall
be followed by the words "SOCIEDAD ANONIMA DE CAPITAL VARIABLE" or of its
abbreviation "S.A. DE C.V.".

         ARTICLE SECOND.  The corporate purpose is the following:

a)       To incorporate, organize, participate and invest in the capital stock
         and patrimony of all type of mercantile and civil companies and
         associations, industrial, commercial and services enterprises, radio
         and tourist concessionaires and other kind of concessionaires, either
         national or from abroad, as well as in certificates of participation as
         permitted by law;

b)       To acquire, transfer and in general negotiate with all type of shares,
         interests of partners, participation or interests and any other
         security permitted by law;

c)       To issue, subscribe, accept, endorse, aval and negotiate with all type
         of credit instruments or bearer securities permitted by law;

d)       To obtain and grant loans, with or without guarantee, that do not imply
         the execution of acts reserved to credit institutions under the Law of
         Credit Institutions;

e)       To grant special endorsements, bonds and guarantees of any kind, real
         or personal, regarding the obligations of the Corporation or of third
         parties with which the Corporation has business relations;

f)       To register, acquire, use and dispose of in any manner of patents,
         trademarks, trade names and copyrights, and

g)       In general, to enter into any civil or mercantile acts and to execute
         all kind of agreements permitted by law for the performance of its
         corporate purpose.

         ARTICLE THIRD. The duration of the Corporation is of ninety nine years.

         ARTICLE FOURTH. The corporate domicile is the City of Mexico, Federal
District. The Corporation may establish agencies or branches in or outside the
United States of Mexico as well as to designate conventional domiciles, without
such acts constituting a change of domicile.

         ARTICLE FIFTH.  The Corporation is of Mexican nationality.

         Any foreigner who, at the time of incorporation or thereafter, acquires
an interest or participation in the Corporation shall be deemed by such simple
fact to be a Mexican citizen with respect to said interest or participation, as
well as to the assets, rights, concessions, participation or interests in which
the Corporation holds title, or of the rights and obligations derived from the
contracts with Mexican authorities in which the Corporation is a party, and
shall be understood to have agreed not to invoke the protection of its
Government under penalty, upon failure to comply with said agreement, of
forfeiting such interest or participation in favor of the Mexican Nation.

                                 CHAPTER SECOND

                            CAPITAL STOCK AND SHARES

         ARTICLE SIXTH. The capital stock of the Corporation shall be variable,
with a fixed minimum of One Hundred and Forty Nine Million Seven Hundred and
Sixty Eight Thousand Eight Hundred and Forty Two pesos, Mexican currency,
without the right of retirement, represented by four thousand twenty four
million eight hundred and forty five thousand nine hundred and ninety common or
ordinary, non par value Series "A and/or Series "B" shares and/or Series "L"
shares with limited right to vote. The variable part of the capital stock shall
not have limits and shall be represented by shares of equal characteristics.

         The variable part of the capital stock in any case shall exceed of the
equivalent amount of ten times the minimum fixed part of the capital stock.

         The capital stock of the Corporation shall be divided in series and may
be acquired by Mexican or foreign individuals or juridical persons. In the event
the shares are subscribed by foreigners, they must agree in what it is set forth
in article fifth of these By-laws.

         Series "A" and "B" shares shall be integrated by common or ordinary
shares and may be freely subscribed.

         Series "A" and "B" shares entitled to vote shall represent for at least
a seventy five percent of the total amount of the capital stock.

         Series "L" shares shall be integrated by shares with limited right to
vote and may be freely subscribed and in any case, they shall represent more
than twenty five percent of the total amount of the capital stock.

         Series "L" shares with limited right to vote is considered as neutral
investment. Series "L" shares shall not be taken into account to determine the
amount and proportion of the foreign investment participation in the capital
stock of the Corporation as set forth in chapter second, title fifth of the
Foreign Investment Law.

         The Corporation may issue non-subscribed shares of any Series that
shall integrate the capital stock and shall be kept in the Treasury of the
Corporation, to be delivered upon the moment of their subscription. The
Corporation may issue non-subscribed shares of any series representing the
capital stock, for its public bid, in the terms and conditions set forth in
Article 81 of the Securities Market Law. In this last case to facilitate the
Public Bid, the shareholders must expressly waive their right of preference
referred to in Article one hundred and thirty two of the General Law of
Commercial Companies in the Extraordinary Shareholders Meeting that decides over
the issuance of such non-subscribed shares. Such decision shall be also applied
to all the shareholders that have not attended the Meeting and the Corporation
shall be free to locate the shares among the public investors, without making
the publication referred to in the article mentioned above. When a minority,
representing for at least twenty five percent of the capital stock, vote against
the issuance of non-subscribed shares, such issuance may not be carried out.

         ARTICLE SEVENTH. Within the corresponding Series, each share shall
confer their holders equal rights and obligations. Series "A" and "B" shares
shall confer a right to vote in the Shareholders Meetings. Series "L" shares
with limited right to vote shall have the right to attend and to vote per each
share exclusively in Special Meetings of such Series and in Extraordinary
Shareholders Meetings while dealing with the following matters: (i)
transformation of the Corporation; (ii) merge with other Corporation or
companies, when the Corporation is being merged; (iii) cancellation of the
issuance of Series "L" shares in the Securities or Special Sections of the
Registro Nacional de Valores e Intermediarios (National Register of Securities
and of Intermediaries) or in other national or foreign Stock Exchange in which
such shares are registered.

         Series "L" shares, by means of a resolution adopted by a Special
Meeting called for such effect, shall have the right to designate one member of
the Board of Directors. The designation shall be notified to the General
Ordinary Shareholders Meeting in the terms agreed at the corresponding Special
Meeting.

         Series "L" shares, with limited right to vote, shall confer the same
pecuniary or patrimonial rights of the ordinary shares, including its
participation in profits and a preferential right to subscribe the new shares of
such Series that are issued for payment in cash or in kind in the proportion
that may correspond to them.

         ARTICLE EIGHTH. In terms of Article fourteen bis, Section I of the
Securities Market Law, the Corporation may acquire through the stock exchange at
the market price, prior to the resolution of the Board of Directors, shares
representing its capital stock, without being applicable to the prohibition set
forth in the first paragraph of article 134 of the General Law of Commercial
Companies, provided that the acquisition shall be carried out on account of the
capital stock and, in its case, on account of the reserve coming from net
profits that shall be designated as reserve for the acquisition of its own
shares. The General Ordinary Shareholders Meeting shall fix the amount of the
capital stock that may be affected to the purchase of its own shares as well as
the amount of the corresponding reserve, that was created for such effect by the
same Meeting, with the only limit that the summing up of the funds destined to
such purpose, in any case shall exceed the total balance of the net profits of
the Corporation.

         The acquisition of its own shares shall be carried out by affecting the
capital stock account per an amount equaled to the par value of the acquired
shares or while dealing with non par value shares, by the equivalent amount of
its theoretical value, in the understanding that such theoretical value is the
quotient resulting from dividing the capital stock between the number of fully
paid shares of the Corporation. The remnant shall be charged to the reserve for
the acquisition of its own shares.

         In the event that the price of acquisition of the shares is inferior to
the par value of the theoretical value of the titles, the account of the capital
stock shall be only affected with the equivalent amount of the par value or of
the theoretical value of the acquired shares, as the case may be.

         As a consequence of the acquisition of its own shares, the Corporation
shall reduce the capital stock in the same date of its acquisition and, in its
case, it shall simultaneously affect the reserve for the acquisition of its own
shares, by converting the acquired shares into treasury shares.

         Treasury shares may be located among public investors and their product
shall be applied to increase the capital stock of the Corporation for an amount
equivalent to the par value or the theoretical value of such shares,
reconstituting the reserve for the acquisition of its own shares with the
exceeding amount, if there is an exceeding amount. In its case, the income
generated by the difference between the product of the location and the price of
acquisition must be registered in the account named premium for the subscription
of shares.

         Reductions and increases to the capital stock derived from the
acquisition and location of shares referred to herein, shall not require the
resolution of the Shareholders Meeting or of the Board of Directors.

         Under no circumstances, the acquisition of its own shares may exceed
from the percentages authorized in the third section of article fourteen bis of
the Securities Market Law while dealing with shares not entitled to vote, or
with shares limited in other corporate rights, or shares with limited right to
vote different from those set forth in article one hundred and thirteen of the
General Law of Commercial Companies.

         The acquisition and location of the shares set forth in this article,
the reports that over such shares are to be submitted to the General Ordinary
Shareholders Meeting, the revealing provisions contained in the financial
information, as well as the way and terms in which these operations are revealed
to the National Commission of Securities, to the corresponding Stock Exchange
and to public investors, shall be subject to the general provisions issued by
such Commission.

         ARTICLE NINTH. The Corporation must have a Share Registry Book
according to articles one hundred and twenty eight and one hundred and twenty
nine of the General Law of Commercial Companies. Such book may be carried out by
the Secretary of the Board of Directors of the Corporation, by any institution
duly authorized for the deposit of securities, by a credit institution, or by
the person designated by the Board of Directors. The Corporation shall consider
as holder of the shares the person registered in the book aforementioned.

         The Share Registry Book shall remain closed during the periods
comprehending between the fifth business day prior to the holding of any
Shareholders Meeting, until the date of its holding, inclusively. During such
periods no registrations shall be made in the book.

         ARTICLE TENTH. The companies in which the Corporation is the majority
holder of their shares or interests must not, directly or indirectly, invest in
shares representing the capital stock of the Corporation, nor of any other
company that is the majority shareholder of the Corporation, or even if it is
not the majority holder, such companies know that the other company is
shareholder of the Corporation.

                                  CHAPTER THIRD

                     INCREASE AND REDUCTION OF CAPITAL STOCK

         ARTICLE ELEVENTH. Increases in the minimum part of the capital stock
without the right of retirement shall be carried out by resolution of the
General Extraordinary Shareholders Meeting, being necessary in those cases to
amend these By-laws. The variable part of the capital stock of the Corporation
may be increased without modifying the By-laws, by resolution of the General
Ordinary Shareholders Meeting. In both cases, the corresponding Minutes of the
Meeting shall be recorded officially before Notary Public. The Shareholders
Meeting shall fix the terms and basis in which such increase shall be carried
out, taking into account in every case what it is set forth in Article Sixth of
these By-laws.

         Shares issued to represent an increase in the variable part of the
capital stock that, by resolution of the Meeting deciding its issuance, must
remain deposited in the Treasury of the Corporation to be delivered upon their
subscription, may be offered for their subscription and payment by the Board of
Directors in terms of the faculties granted to it by the Shareholders Meeting.

         The shareholders shall have the preferential right in proportion to the
number of shares they are holders, within the corresponding Series, to subscribe
the shares that are issued or that are put into circulation as a consequence of
a capital stock increase. This right must be exercised within the following
fifteen calendar days counted as of the date in which the corresponding
resolutions are published in the Federal Official Gazette and in one of the
newspapers of broad circulation in the domicile of the Corporation, or as of the
date in which the Shareholders Meeting held, in the event the total amount of
shares in which the capital stock is divided is present or represented in such
Meeting.

         If after the maturity of the term to exercise the preferential right,
still remain shares without being subscribed, these may be offered for their
subscription and payment to the shareholders of other Series of shares,
indistinctly, within an additional term of fifteen days following the date in
which the term stated in the immediate paragraph is concluded. In the event that
after the terms above mentioned for the subscription and payment of the shares
by the shareholders, still remain shares without subscription, these shares may
be offered for their subscription and payment to third parties, in the
conditions and terms fixed by the same Meeting that has decided the increase of
the capital stock, or in the terms that the Board of Directors so decides, or in
the terms determined by such Meeting, in the understanding that the price in
which such shares are offered shall not be inferior to the price in which they
were offered to the shareholders of the Corporation for their subscription and
payment.

         All increases of capital stock must be registered in the Book of
Variations of Capital Stock that shall be carried by the Corporation.

         ARTICLE TWELFTH. The minimum fixed portion of the capital stock may
only be reduced by resolution of the General Extraordinary Shareholders Meeting
and the consequent amendment of these By-laws, complying in every case with what
it is disposed in article nine of the General Law of Commercial Companies. The
Minutes of such Meeting must be recorded officially before Notary Public and the
corresponding deed must be registered in the Public Registry of Property and of
Commerce of the corporate domicile.

         Reductions of the variable part of the capital stock may be carried out
by resolution of the General Ordinary Shareholders Meeting. The corresponding
Minutes must be recorded officially before Notary Public, without need of
registering the corresponding deed in the Public Registry of Property and of
Commerce.

         Reductions of the capital stock may be carried out to absorb losses, to
reimburse the shareholders or to release them of exhibitions not carried out as
well as in the event they exercise the right of retirement of the shares of the
variable part of the capital stock. In any case the capital stock may be reduced
to less than the minimum fixed capital stock.

         Reductions of the capital stock to absorb losses shall be carried out
proportionately in the minimum fixed and variable parts of the capital stock,
without need to cancel the shares, in virtue that these are non par value
shares.

         Shareholders have the right to retire all or part of their
contributions represented by shares of the variable part of the capital stock
provided that, in addition of being subject to articles two hundred and twenty
and two hundred and twenty one of the General Law of Commercial Companies, the
reimbursement of the shares subject matter of the retirement shall be carried
out at the lowest value resulting from: (i) ninety five percent of the value
quoted at the Stock Exchange, obtained from the average of operations that are
carried out during the thirty days in which the shares of the Corporation are
quoted, prior to the date in which the retirement is effective; (ii) and the net
assets of the shares, according to the corresponding financial position
statement of the closing of the fiscal year in which the retirement must be
effective prior the General Ordinary Shareholders Meeting approval.

         The reimbursement shall be eligible to the Corporation as of the
following day to the holding of the Ordinary Shareholders Meeting that has
approved the Statement of Financial Position corresponding to the fiscal year in
which the retirement must be effective.

         Every reduction in the capital stock must be registered in the Book of
Variations of Capital Stock carried out by the Corporation.

         Prior the approval of the General Extraordinary Shareholders Meeting,
the Corporation may redeem its shares with profits to be distributed subject to
the rules established in Article one hundred and thirty six of the General Law
of Commercial Companies.

         ARTICLE THIRTEENTH. The final certificates and the provisional
certificates representing the shares shall be registered shares and may cover
one or more shares and shall contain the requirements set forth in Article 125
of the General Law of Commercial Companies, the indication of the series that
correspond to them, the whole text of Article Sixth of these By-laws and the
text of section first of article twenty seven of the Constitution and shall be
signed by two members of the Board of Directors. Such signatures may be
autograph signatures or can be pressed in facsimile, under the condition, in the
latter case, that the original of the corresponding signatures is deposited in
the Public Registry of Commerce of the corporate domicile. Final certificates
may have attached registered numbered coupons determined by the Board of
Directors.

         ARTICLE FOURTEENTH. If the shares of the Corporation are registered in
the Securities Section of the Registro Nacional de Valores e Intermediarios
(National Register of Securities and of Intermediaries) and consequently they
may be quoted in the Stock Exchange and in the event that the Corporation,
either by resolution adopted by the General Extraordinary Meeting or by the
Comision Nacional Bancaria y de Valores (National Commission of Bank and of
Securities) according to law, in which it is decided the cancellation of the
registration of the shares in such Registry, the majority shareholders, if there
are, prior to such cancellation shall be bound to carry out a purchase public
bid directed to the minority shareholders of the Corporation, to the highest
price resulting from the average price of the closing obtained from the
operations carried out by the Stock Exchange during the thirty days in which
such shares are quoted, prior the purchase public bid, or else, the net assets
of the shares in terms of the quarterly report prior to such bid submitted to
the Comision Nacional Bancaria y de Valores (National Commission of Bank and of
Securities) and to the Bolsa Mexicana de Valores, Sociedad Anonima de Capital
Variable or that price determined by the Comision Nacional Bancaria y de Valores
(National Commission of Bank and of Securities) while considering the particular
situation of the Corporation.

         The majority shareholders of the Corporation shall be exempted of the
above obligation, if it is credited the total consent of the shareholders for
the cancellation of the mentioned Registry. To amend these By-laws article, in
addition to require the approval of the Comision Nacional Bancaria y de Valores
(National Commission of Bank and of Securities), it shall be necessary that the
Meeting resolving it counts with the probatory vote of for at least ninety five
percent of the shares entitled to vote.

                                 CHAPTER FOURTH

                              SHAREHOLDERS MEETINGS

         ARTICLE FIFTEENTH. The General Meeting of Shareholders is the supreme
organ of the Corporation. The Meetings of Shareholders shall be General or
Special. The General Meetings shall be Extraordinary or Ordinary.

         General Extraordinary Shareholders Meeting shall be called to deal with
any of the items set forth in Article one hundred and eighty two of the General
Law of Commercial Companies or to agree about the cancellation of the
registration of the shares of the Corporation in the securities or special
sections of the Registro Nacional de Valores e Intermediarios (National Registry
of Securities and of Intermediaries) and in any stock exchange, either national
or from abroad, in which they are registered except for quotation systems or
other markets non organized as stock exchanges. All other General Meetings shall
be Ordinary Meetings.

         The Special Meetings shall be the ones assembled exclusively to deal
with matters affecting the rights of one series of shares and shall be subject
to the applicable provisions of Extraordinary Meetings according to what it is
set forth in article one hundred and ninety five of the General Law of
Commercial Companies.

         ARTICLE SIXTEENTH. The calls for Shareholders Meetings must be done by
the Board of Directors or by any of the Examiners.

         Shareholders representing for at least thirty three percent of the
capital stock while dealing with matters in which Series "L" shares are entitled
to vote; or shareholders representing for at least thirty three percent of the
ordinary Series "A" and "B" shares while dealing with matters in which Series
"L" shares are not entitled to vote, may request in writing, iii any moment, to
the Board of Directors or to the Examiners the call of a General Shareholders
Meeting to discuss the items specified in their application. Any holder owner of
one share shall have the same rights in any of the cases established in Article
one hundred and eighty five of the General Law of Commercial Companies. If the
Meeting is not called within the following fifteen days counted as of the date
of its application, a Judge of First Instance or a District Judge of the
domicile of the Corporation shall call the Meeting upon the request of any of
the interested parties, who may exhibit their share certificates for such
purpose.

         ARTICLE SEVENTEENTH. Calls for Shareholders Meetings must be published
in the Federal Official Gazette or in one of the newspapers of broader national
circulation in the corporate domicile, with for at least fifteen calendar days
prior to the date fixed for the Meeting. Calls may contain the Agenda and must
be signed by the person or persons that prepare them, in the understanding that
if the Board of Directors make such calls, the signatures of the President or of
the Secretary of such Board shall be sufficient. The Meetings may be held
without the publication of the corresponding call, if all the shares
representing the capital stock of the Corporation are present or represented at
the moment of voting.

         Meetings may only deal with matters contained in the Agenda of the
corresponding call.

         ARTICLE EIGHTEENTH. To attend the Meetings, shareholders must exhibit
the corresponding admission card that shall be issued by the Corporation only
upon the application of the persons that are registered as holders in the
Register of Common Shares of the Corporation, with for at least twenty four
hours prior to the hour set forth for the holding of the Meeting, together with
the deposit in the Secretariat of the Corporation of the corresponding
certificates or titles of shares or of the certificates or the deposit evidence
of such securities by an institution for the deposit of securities, by a credit
institution, either national or from abroad, or by authorized stock exchanges.
All shares deposited in the Corporation in order to attend the Meetings, against
the delivery of a voucher issued to the shareholder, shall not be returned until
such Meetings are hold.

         ARTICLE NINETEENTH. Shareholders may be represented in the Meetings by
the person or persons designated by means of a simple power of attorney signed
before two witnesses.

         The Board of Directors members and the Examiners may not represent the
shareholders in any Meeting.

         ARTICLE TWENTIETH. The Minutes of the Shareholders Meetings shall be
entered into the corresponding book and shall be signed by the Chairman and the
Secretary of the Meeting, as well as by the Examiner attending the Meeting.

         ARTICLE TWENTY F1RST. The Meetings shall be presided over by the
President of the Board of Directors and, in his absence, by the person
designated by the majority of votes of the shareholders that are present or
represented.

         As Secretary of the Shareholders Meeting shall act the person occupying
equal duty in the Board of Directors and, in his absence, the person designated
by the majority of votes of the shareholders that are present or represented.
The Chairman shall designate two Tellers to count the shares that are present or
represented.

         ARTICLE TWENTY SECOND. General Ordinary Shareholders Meetings shall be
hold for at least once a year within the following four months to the closing of
each fiscal year.

         In addition to the items set forth in the Agenda, General Ordinary
Shareholders Meeting must: (i) discuss, approve or modify and solve everything
that is related to the Board of Directors Report over the financial situation of
the Corporation and other accounting documents, including the Examiners report
referred to in article 166 (one hundred and sixty six) of the General Law of
Commercial Companies; (ii) know the report referred to in article 172 (one
hundred and seventy two) of the General Law of Commercial Companies of the
immediate preceding fiscal year, corresponding to controlled companies in which
the Corporation is entitled to the majority of the shares or interests, when the
value of the investments in each one of them exceeds 20% (twenty percent) of the
net assets, in terms of the financial position statement of the Corporation at
the closing of the corresponding fiscal year; (iii) decide over the application
of profits, and, as the case may be; (iv) designate the Board of Directors
members, the Secretary, the Examiners, as well as to fix their remuneration.

         Series "L" Special Shareholders Meetings shall be held for at least
once a year in order to designate one of the Board of Directors members.

         ARTICLE TWENTY THIRD. So that a General Ordinary Shareholders Meeting
is considered legally convened by virtue of a first call, must be represented in
it for at least fifty percent of the common or ordinary shares entitled to vote
in which the capital stock is divided; and its resolutions shall be validly
adopted while taken by the majority of votes represented in them.

         In the event of second or ulterior calls, General Ordinary Shareholders
Meetings may be validly hold, notwithstanding the number of common or ordinary
shares represented in the Meeting, and its resolutions shall be validly adopted
while taken by the majority of votes of the common or ordinary shares
represented in them.

         ARTICLE TWENTY FOURTH. So that an Extraordinary Shareholder Meeting
called to deal with matters in which Series "L" shares are not entitled to vote
is considered legally convened by virtue of a first call, must be represented in
it for at least seventy five percent of the common or ordinary shares entitled
to vote in which the capital stock is divided and their resolutions shall be
validly adopted while taken with the favorable vote of common or ordinary shares
entitled to vote and representing for at least fifty percent of the capital
stock.

         In the event of second or ulterior calls, Extraordinary Shareholders
Meetings called to deal with matters in which Series "L" shares are not entitled
to vote, are considered legally convened when for at least fifty percent of all
the common or ordinary shares in which the capital stock is divided is
represented and their resolutions may be validly adopted while taken by the
favorable vote of the common or ordinary shares entitled to vote representing
for at least fifty percent of the capital stock.

         ARTICLE TWENTY FIFTH. So that an Extraordinary Shareholders Meeting
called to deal with matters in which Series "L" shares are entitled to vote is
considered legally convened by virtue of a first call, must be represented in it
for at least seventy five percent of the shares in which the capital stock is
divided and their resolutions shall be validly adopted while taken with the
favorable vote of the shares representing for at least fifty percent of the
capital stock, subject to what it is set forth in the following Article.

         In the event of second or ulterior calls, Extraordinary Shareholders
Meetings called to deal with matters in which Series "L" shares are entitled to
vote, are considered legally convened when for at least fifty percent of all the
shares in which the capital stock is divided is represented, and their
resolutions may be validly adopted while taken by the favorable vote of the
shares that represent for at least fifty percent of all the capital stock,
subject to what it is set forth in the following Article.

         ARTICLE TWENTY SIXTH. The favorable resolution of Series "L"
Shareholders Special Meeting is needed to validly adopt the resolutions of
General Extraordinary Shareholders Meeting relative to the cancellation of the
registration of Series "L" shares of the Corporation in the securities and
special sections of the Registro Nacional de Valores e Intermediarios (National
Register of Securities and of Intermediaries) or in any stock exchange, either
national or from abroad, in which they are registered, except for quotation
systems or other markets non organized as stock exchanges.

                                  CHAPTER FIFTH

                          MANAGEMENT OF THE CORPORATION

         ARTICLE TWENTY SEVENTH. The management of the corporation shall be
vested in a Board of Directors composed by nine proprietary members. If the
Ordinary Meeting so agrees, alternate members exclusively for each proprietary
member may be designated.

         From the nine Board of Directors members, eight shall be designated by
the General Ordinary Shareholders Meeting and the remnant member shall be
designated by Series "L" Special Shareholders Meeting.

         ARTICLE TWENTY EIGHTH. Each shareholder or group of shareholders
representing with for at least ten percent of the capital stock, represented by
shares entitled to vote, may designate a Proprietary member and in that case,
they may not exercise their right to vote to designate Directors that correspond
to majority shareholders. If any shareholder or group of shareholders exercise
such right, the remnant shareholders shall only have the right to designate the
number of missing members of the Board.

         The designation of members of the Board will be subjected, in any
moment, to the provisions of article Nineteenth of these By-laws regarding the
character of the persons that shall form part of the Board of Directors.

         ARTICLE TWENTY NINTH. From the nine designated members of the Board,
five may be or may not be shareholders of the Corporation and may be officers,
employees or directors of the same or of any of its affiliates, who shall be
considered as Related Board members; the remnant four members must be
Independent Directors.

         Independent Directors are personas of great experience, capacity and
professional prestige and that are not found in any of the following
assumptions, at the moment of their designation: (i) to be employee or director
of the Corporation; (ii) without being employees or directors of the
Corporation, they have the power to control the directors of the same
Corporation; (iii) to be advisors of the Corporation or partners or employees of
firms that are advisors or counselors of the Corporation or of its affiliates
and that their incomes depend significantly of this contractual relation
(significant income means an income representing more than 10% of the incomes
obtained by the counselor or by the firm); (iv) to be clients, suppliers,
debtors or creditors of the Corporation or partners or employees of a company
that is an important client, supplier, debtor or creditor (in the understanding,
that a client or a supplier is important when the sales of the Corporation
represent more than 10% of the total sales of the client or of the supplier,
respectively, as well as when the credit amount is more than 15% of the assets
of the Corporation or of its counterpart); (v) to be employees of an endowed
institution, university, civil corporation or association that receives
important donations from the Corporation (donations are considered important
when they represent more than 15% of the total donations received by the
corresponding institution); (vi) to be General Director or officer of higher
level in a company when the General Director or officer of higher level of the
Corporation participate in the Board of Directors of such company; and (vi) be
relative (up to third degree) or spouses of any of the persons mentioned in
paragraphs (i) and (ii) above, or be relatives (up to first degree) or spouses
of any of the persons mentioned in paragraphs (iii) through (vi) above. Any
Board member that is in any of the assumptions above mentioned shall be
considered as Related Director.

         Both, Independent Directors and Related Directors may have the
character of Patrimonial Directors, in the understanding that Patrimonial
Directors are those directors designated because of their character of
significant shareholders (i.e., direct or indirect holders of for at least 2% of
the capital stock of the Corporation), or those acting as mandatory of such
significant shareholders.

         The Board of Directors members shall be elected for a one-year term as
of the date of their appointments, and shall continue in office until their
successors have been elected and have taken their office and shall receive the
remuneration priory determined by the General Ordinary Shareholders Meeting.

         ARTICLE THIRTIETH. The Board of Directors, in its first session hold
after the Shareholders Meeting has designated its members and if this Meeting
has not designated its members, shall name among its members a President and, if
it is deemed necessary, one or more Vice-presidents, a Treasurer and a
Secretary, in the understanding that the Secretary may be or may not be a Board
of Directors member. Temporal or definitive absences of the President shall be
substituted by one of the Vice-presidents in the order of their designation, if
they were elected, and in their absence, by any Director. The Board of Directors
shall designate the person that shall substitute temporal or definitive absences
of the Secretary.

         In such first Board of Directors session, once the Secretary is
designated, he must provide the designated Directors for the first time a
presentation and an induction to their new responsibility. As minimum, the
Secretary must provide information regarding the Corporation, its financial
situation and operational performances, as well as of the obligations,
responsibilities and faculties that a Director has.

         Each Board of Directors member shall have the following obligations and
shall apply the following principles: (i) to give notice to the President and
Secretary of the Board of Directors about any situation from which may derive a
conflict of interest and shall abstain from participating in the corresponding
discussion; (ii) to use the assets or services of the Corporation only to comply
with the corporate purpose and to define clear policies when such assets are
exceptionally used for personal matters; (iii) to dedicate his duties the
necessary time and attention by attending for at least to seventy five percent
of the Meetings in which they are called; (iv) to maintain absolute confidence
regarding all the information that may affect the operation of the Corporation,
as well as of the discussions that are carried out by the Board of Directors;
(v) to be mutually informed about the relevant matters of the Corporation; (vi)
to support the Board of Directors through opinions, recommendations and
orientations that may derive from the analysis of the development of the
Corporation, so that the decisions that are adopted are found duly grounded in
professional criteria and of qualified personnel that count with a broader and
independent point of view regarding the operations of the Corporation.

         The Corporation shall indemnify board of Directors members in case they
incur in responsibility, without fault, dolus or negligence on their part, while
performing their corresponding duties.

         ARTICLE THIRTY FIRST. The Board of Directors shall meet in the City of
Mexico, Federal District, or in any other place within the United Mexican
States.

         The Board of Directors may adopt resolutions without the need of
holding a Board of Directors Session, provided that, such resolutions is
ratified in writing unanimously by all of its members.

         Board sessions may be hold, in any time, when the President, two
Directors or the Examiner calls them. Board of Directors Meetings calls must be
in writing and must be sent by the Secretary to each Director with for at least
ten calendar days prior to such session, by certified mail, by telegram, telex
or telecopier to their domiciles or to the places that the Directors have
established in writing for such purpose. The calls must specify the hour, date,
place of meeting and the corresponding Agenda, and must be accompanied with the
information that is relevant to take decisions according to the Agenda contained
in the call. The Board may validly convene without need of a prior call when all
the Board of Directors members is assembled.

         So that the Board of Directors Meeting is considered legally convened,
the majority of the Directors have to be present and to validly adopt
resolutions it is needed the favorable vote of the majority shareholders. In the
event there is a tie vote, the President of the Board shall have the decisive
vote.

         The Board of Directors must meet for at least four times each fiscal
year to deal with any matter corresponding to their duties and, for at least
once a year to define, review and approve the medium or long term strategy of
the Corporation, as well as the budget for the following fiscal year.

         ARTICLE THIRTY SECOND. Of each Board Session the corresponding Minutes
shall be drafted in the corresponding book in which are recorded the adopted
resolutions that shall be signed by the President and the Secretary of the
Session, as well as by the Examiner that attend such Session.

         The annual report that the Board of Directors prepares to the
Shareholders Meetings must mention the names of the Directors that have the
character of: (1) Independent Directors; and, (ii) Patrimonial Directors,
indicating in this case, if we are dealing with Related or Independent
Directors. The annual report must establish the duties of each Director as of
that date.

         Likewise, the annual report that the Board of Directors shall submit to
the Shareholders Meeting must contain a section including a report about: (i)
the development of the best corporate practices of the Corporation during the
corresponding fiscal year; (ii) relevant aspects of the duties of each
intermediate organ of administration and the names of its members; and (iii) the
professional profile of the Examiner of the Corporation.

         The annual report referred above mentioned, must be under the
disposition of thc shareholders called to the corresponding General Shareholders
Meeting.

         ARTICLE THIRTY THIRD. The President of the Board of Directors shall
preside over the Board of Directors Sessions. In the absence of the President,
such Sessions shall be presided over, in its case, by a Vice-president and, in
his absence, by one of the members that the other persons attending the meeting
may designate by majority of votes.

         Copies or evidences of the Board of Directors and of the Shareholders
Meetings Minutes, as well as of the corresponding entries in non accounting
corporate registries or books and, in general, of any document coming from any
Corporate file, may be authorized and certified by the Secretary who, in case
there is no other person designated for such purpose, shall be permanent
delegate to concur before the Notary Public of his election to record officially
the Minutes of the Shareholders Meetings and of the Board of Directors Meetings,
as well as to grant as delegate, the powers of attorney conferred by the
Shareholders Meetings and by the Board of Directors Meetings. Likewise, the
Secretary shall be in charge of drafting and entering into the corresponding
books the Shareholder's Meetings Minutes and the Board of Director's Meetings
Minutes, as well as to make official copies and issue certificates of the
Minutes and of the designations, signatures and faculties of the officers of the
Corporation.

         ARTICLE THIRTY FOURTH. The Board of Directors shall have the following
faculties:

1. General power of attorney for lawsuits and collections with all general
faculties and those special faculties that may require a special clause
according to Law, without limits, according to what it is set forth in the first
paragraph of Article two thousand five hundred and fifty four of the Civil Code
of the Federal District and the corresponding articles of the Civil Codes of the
States of the Republic; as an illustrated but not limited manner, the
attorneys-in-fact are empowered with the following authority: To exercise all
kind of rights and actions before any Federal, State, Federal District and
Municipal authority, either voluntary, contentious or mixed jurisdiction and
before civil, judicial, administrative authorities or labor authorities, either
Federal or State Boards of Conciliation or Arbitration courts; to answer
lawsuits, to file exceptions and to countercharge; to submit to any
jurisdiction; to answer and to submit interrogatories; to make assignment of
goods; to challenge magistrates, judges, secretaries, experts and other persons
that can be challenged according to law; to withdraw of lawsuits, of their
motions, of any remedy and of "Amparo" proceedings, which may be initiated
whenever is deemed convenient; to submit all type of proofs; to recognize
signatures and documents, to object them and to object that they are false; to
attend meetings, formalities and public bids; to make bid, bid auctions and
improvements and to obtain for the Corporation the adjudication of all kind of
goods, and by any title to make the assignment of rights; to file criminal
accusations and complaints; to grant remission and to become co-party with the
Public Prosecutor in criminal procedures, procedures in which they may exercise
the most ample faculties that are required. Likewise, to represent the
Corporation pursuant to 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. General power of attorney for acts of administration as set forth in
paragraph second of Article two thousand five hundred and fifty four of the
Civil Code for the Federal District and the corresponding articles of the Civil
Codes for the States of the Republic.

3. General power of attorney to acquire and transfer shares and interests in
other companies, in the understanding that the Board of Directors shall require
the prior authorization of the General Ordinary Shareholders Meeting to approve
the acquisition or transfer of such shares or interests or to exercise the right
of retirement, in the following cases:

         a)       When the value of acquisition of the shares or interests of
                  other companies, by virtue of one or more simultaneous or
                  successive acquisitions, exceeds twenty percent of the value
                  of the capital stock of the Corporation, regarding the last
                  financial position statement;

         b)       When the value of the transfer of shares or interests of other
                  companies, by virtue of one or more simultaneous or successive
                  alienation, exceeds twenty percent of the net assets,
                  according to the last statement of financial position of the
                  Corporation. Moreover, it shall be required the approval of
                  the General Ordinary Shareholders Meeting in the event of
                  transfer of shares or participation, if such transfer implies,
                  by virtue of one or more simultaneous or successive
                  operations, the loss of the control of the Corporation whose
                  shares or participation are transferred; and

         c)       When the exercise of the right of retirement in the companies
                  of variable capital stock in which the Corporation is a
                  shareholder, represents by virtue of one or more simultaneous
                  or successive acts, (i) the reimbursement of shares whose
                  value exceed of twenty percent of the net assets of the
                  Corporation, according to the last statement of financial
                  position, or (ii) the loss by the Corporation of the Control
                  of the controlled company.

4. General power of attorney to grant, subscribe and aval and in any other
manner negotiate all kind of credit instruments, in terms of Article 9 of the
General Law of Credit Instruments and of Credit Operations, provided that they
subscribe and aval amounts not higher that the twenty percent of the net assets
of the Corporation.

5. General Power of Attorney to open and cancel bank accounts on behalf of the
Corporation, as well as to make deposits and withdraw against them and to
designate persons that issue against them, without more limits than the ones
established in these By-laws;

6. General power to appoint and freely remove the General Director and any of
the other executive officers of the Corporation, whatever their title is,
provided that they are not being designated by the General Ordinary Shareholders
Meetings, as well as to determine their faculties, guarantees, work conditions
and remuneration, without more limits than those established in these By-laws.

7. To call General Ordinary, Extraordinary Shareholders meetings or Special
meetings and to execute their resolutions;

8. To confer within their faculties, general or special powers of attorney,
reserving always their exercise, as well as to revoke the power of attorneys
that are granted;

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

10. To establish branches and agencies of the Corporation in or outside the
United Mexican States;

11. To authorize the temporal acquisition of representative shares of the
capital stock of the same Corporation charged to the reserve for the acquisition
of its own shares, in terms of these By-laws, as well as its further location;

12. To formulate internal labor regulations;

13. To carry out all the authorized acts and operations that may correspond to
them according to laws and these By-laws;

14. To annually approve the budget of the Corporation, as well as to approve its
amendments and extraordinary items.

         ARTICLE THIRTY FIFTH. The Corporation may have intermediate organs of
administration that shall be designated as Committees, composed each one, by
three members of the Board of Directors of the Corporation and shall freely act
between them as a collegiate board, in the understanding that from such three
members, two must be Independent Directors.

         The members of the Committees shall be elected for a one-year term,
unless they are released of their duties by the Board of Directors, which may
resolve over the Committees in which they shall participate, but in all cases
they shall continue in office until their successors have been elected and have
taken their office; they may be re-elected and shall receive the remuneration
determined by the General Ordinary Shareholders Meeting.

         The Committees shall assemble with the periodicity fixed by the General
Ordinary Shareholders Meeting, when they are called by the Board of Directors,
or by the President of the Committee or by 2 (two) of its members. The calls for
the Committee sessions must be in writing and may be sent to each one of its
members, as well as to the Examiner or Examiners of the Corporation, with for at
least 5 calendar days prior to the date of holding the corresponding session in
first call, and with for at least one natural day prior to the holding of the
corresponding session in second or ulterior calls, to the domiciles of each one
of them registered in the Corporation or to the places that they have
established for such purpose.

         The calls must specify the date, hour, place of meeting, Agenda and
must be signed by the Secretary of the Board of Directors or by the person
designated by this organism, by the President of the Committee, or by the
members of the corresponding Committee that are making such calls.

         In the event all the members of the Committee are present in such
session, it shall not be necessary to make the corresponding call.

         The resolutions adopted in a Committee session shall be valid; (i) in
its first call, with the favorable vote of the majority of its members; (ii) in
its second call, unanimously and, in case of tie voting, the Independent
Director shall have a decisive vote; and (iii) in its third call, by the number
of members of the corresponding Committee that are present.

         From each Committee Session, Minutes shall be drafted and registered in
the book of Committee Sessions Minutes, which may be signed by the person that
was presiding over the Session and by the person that has acted as Secretary, as
well as by the Examiner or Examiners of the Corporation who always must attend
to the corresponding sessions with voice but without vote.

         The Committees shall have the faculties conferred to them by the
General Ordinary Shareholders Meeting and by the Board of Directors, when they
are fixed in the same Meeting, subject to the legal provisions in effect and to
the following paragraph. The charge of member of the Committee may only fall in
the Board of Directors members.

         The Committees may not carry out the activities reserved by law or by
these By-laws to the Shareholders Meeting or to the Board of Directors and may
not delegate their faculties in any person, but they may designate the persons
that must execute their resolutions. In the absence of such designation, the
President and the Secretary of the Committee shall be authorized to execute
them.

         The Committees must inform on time, through the Committee President,
and in an annual manner to the Board of Directors of the resolutions that are
taken or under the criteria of the corresponding Committee the occurrence of
facts and acts of importance for the Corporation.

         ARTICLE THIRTY SIXTH. The Corporation shall have a General Director
that shall be designated by the Shareholders Meeting. The General Director of
the Corporation, due to his designation, shall be the officer of highest level
in the Corporation and shall have the faculties conferred to him by the same
Meeting.

                                  CHAPTER SIXTH

                                  SURVEILLANCE

         ARTICLE THIRTY SEVEN. The surveillance of the Corporation affairs shall
be entrusted to one Proprietary Examiner and his alternate, who may or may not
be shareholders and that shall be designated by the General Ordinary
Shareholders Meeting. The Examiners and their corresponding alternates shall be
chosen annually and may be re-elected one or more times and shall hold office
until their successors have been elected and taken office.

         The Examiner shall have the powers and duties vested in him according
to Law and to these By-laws.

                                 CHAPTER SEVENTH

                      FISCAL YEAR AND FINANCIAL INFORMATION

         ARTICLE THIRTY EIGHTH. The fiscal year of the Corporation shall be of
twelve months and shall run as of January 1st through December 31st of each
year.

         ARTICLE THIRTY NINTH. Within the three months following the closing of
the fiscal year, the Board of Directors shall prepare, for at least, the
following information corresponding to such fiscal year:

         a)       A report over the businesses of the Corporation in the fiscal
                  year, as well as about the policies adopted by the same Board
                  and, as the case may be, about the principal existing
                  projects;

         b)       A report in which the principal policies and accounting
                  criteria stated and explained and the information followed
                  in the preparation of the financial statements;

         c)       A statement demonstrating the results of the Corporation, duly
                  explained and classified by the same Corporation during the
                  fiscal year.

         d)       A statement demonstrating the changes in the financial
                  position during the fiscal year;

         e)       A statement demonstrating the changes in the items composing
                  the corporate patrimony during the fiscal year; and

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

                                 CHAPTER EIGHTH

                               PROFITS AND LOSSES

         ARTICLE FORTIETH. The net profits that, as the case may be, are
registered in the General Balance, shall be distributed as follows:

         1.       A minimum of five percent of the net profits before taxes
                  shall be set aside to constitute the legal reserve fund until
                  such fund equals twenty percent of the capital stock.

         2.       The amounts stated by the Meeting shall be set aside to create
                  special, additional or extraordinary reserves, including, as
                  the case may be, the reserve for the acquisition of its own
                  shares referred to in Section 1 of Article 14 Bis of the
                  Securities Market Law.

         3.       The balance of the profits realized shall be distributed as
                  resolved by the Ordinary Shareholders Meeting which may
                  declare the payment of a dividend.

         4.       The superavit shall remain to the disposition of the Meeting,
                  or of the Board of Directors, if it is authorized by the same
                  Meeting. The Meeting or, as the case may be, the Board of
                  Directors may give the superavit the application they deemed
                  convenient for the interests of the Corporation and of its
                  shareholders.

         ARTICLE FORTY FIRST. The losses, as the case may be, shall be afforded
by all the shareholders in proportion to the number of shares they are entitled
to, without such responsibility exceeding from the amount of their
contributions.

                                  CHAPTER NINTH

                           DISSOLUTION AND LIQUIDATION

         ARTICLE FORTY SECOND. 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 THIRD. Once the Corporation is dissolved the Corporation
shall be liquidated. Such liquidation shall be in charge of one or more
liquidators. Meanwhile the designation of the liquidator or liquidators is not
registered in the Public Registry of Commerce and the same have not taken
office, the Board of Directors shall continue in the performance of its
corresponding duties. The liquidation shall be carried out in the way
established in the General Law of Commercial Companies; however, the
Shareholders Meeting deciding the dissolution may establish other rules in
addition to those established by law and the provisions contained in these
By-laws must govern the acts of the liquidators.

         During the liquidation, General Ordinary Shareholders Meetings may
assemble in the way set forth for this type of meetings to be hold during the
normal existence of the Corporation. The liquidators shall perform the functions
that correspond to the Board of Directors and the functions that for such duty
confer the General Law of Commercial Companies. During the liquidation, the
Examiner shall continue complying with identical functions that he performs
during the normal existence of the Corporation.

                                  CHAPTER TENTH

                                  JURISDICTION

         ARTICLE FORTY FOURTH. The courts of the City of Mexico, Federal
District are the only ones competent to intervene and to execute these By-laws.
In that event, the shareholders of the Corporation, its Administrators, Members
of the Board and Examiners submit expressly and irrevocably to the jurisdiction
of such courts to solve any controversy derived between them and the
Corporation, by waiving to any other jurisdiction that may correspond to them by
reason of present or future domiciles or by any other reason.

V. Discussion and, as the case may be, approval to carry out a share
re-structure of the Company.

About the fifth item on the Agenda set forth in this Meeting, the Chairman
stated that Grupo Elektra, S.A. de C.V. is the controlling company of Grupo SYR,
S.A. de C.V. and that by virtue of the approved merger according to the second
item, Grupo Elektra, S.A. de C.V. shall extinguish at the moment the merger is
effective, and Grupo SYR, S.A. de C.V. will subsist as comptroller company of
all the group, therefor, it is necessary that the shares of Grupo SYR, S.A. de
C.V., now new Grupo Elektra, are quoted in the Bolsa Mexicana de Valores, S.A.
de C.V. and in The New York Stock Exchange. The Chairman continues stating that
with the amendment of the Bylaws approved according to the above item on the
Agenda, the Company approved a similar share structure as the one Grupo Elektra,
S.A. de C.V. has before the merger.

The Chairman informed the shareholders that prior to the merger, the quotation
of Grupo SYR, S.A. de C.V. was suspended but due to the merger it is necessary
that the shares of Grupo SYR, S.A. de C.V., now new Grupo Elektra, quote in the
Bolsa Mexicana de Valores, S.A. de C.V. and in The New York Stock Exchange, this
suggests the adoption of a similar share structure as the one Grupo Elektra,
S,A, de C.V. has before the merger.

Likewise, the Chairman proposed the shareholders to re-classify the capital
stock of Grupo SYR, S.A. de C.V. to remain represented by Series "A", Series "B"
and Series "L" shares, and to proceed to the exchange of shares, matter that
shall be discussed according to item six of the Agenda.

In addition, the Chairman informed the shareholders that it shall be necessary
to affect into trust, Series "B" and Series "L" shares, that may allow the
issuance of the Ordinary Participation Certificates (CPO's) and later of Global
Depositary Shares that actually are the securities that are quoted in the Bolsa
Mexicana de Valores, S.A. de C.V. and in The New York Stock Exchange.

After listening the above mentioned, after its discussion, the Meeting,
unanimously took the following:

                                   RESOLUTIONS

"1. It is to be authorized and is authorized the re-classification of the total
amount of shares issued by (i) 1,279,127,610 Series "A" ordinary shares; (ii)
1,989,667,550 Series "B" ordinary shares; and (iii) 376,608,640 Series "L"
restricted voting shares, all non par value shares, of free subscription,
representing 100% of the capital stock, that together they amount 3,615,403,800
shares. Therefore, the capital stock of the company shall be represented in the
following manner:

         1,279,127,610                Series "A" shares
         1,989,667,550                Series "B" shares
           376,608,640                Series "L" shares
    ------------------
         3,615,403,800

                             TREASURY OF THE COMPANY

           245,896,860                Series "A" shares
           352,737,940                Series "B" shares
           110,807,390                Series "L" shares
    ------------------
           709,442,190

TOTAL SHARES:     4,324,845,990

"2. It is to be authorized and is authorized to affect into trust number 3834 in
Grupo Financiero Bital, S.A., Fiduciary Division, 974,832,060 Series "B" shares
and 487,416,030 Series "L" shares in order to be issued Ordinary Participation
Certificates CPO's and the CPO's are deposited in The Bank of New York in terms
of the corresponding Deposit Agreement, with the purpose of issuing Global
Depositary Shares so that these quote in the New York Stock Exchange.

"3. It is to be authorized and the Board of Directors Meeting of the Company is
authorized to carry out the necessary transactions to inform the Comision
Nacional Bancaria y de Valores, the Bolsa Mexicana de Valores, S.A. de C.V. and
SD Indeval, S.A. de C.V. of the re-structure of the number of shares in which
the capital stock of the Company is divided and to obtain the corresponding
registry regarding such securities."

"4. It is to be authorized and the Secretary of the Board of Directors is
authorized to carry out the transactions, notices and necessary steps so that as
of the merger is effective (i) the latter securities issued by Grupo Elektra,
S.A. de C.V. are exchanged for new values issued by Grupo SYR, S.A. de C.V.,
today new Grupo Elektra; (ii) such securities are quoted in the Bolsa Mexicana
de Valores, S.A. de C.V. and in the New York Stock Exchange; and (iii) the
registries of the oldest values issued by Grupo Elektra, S.A. de C.V. are
cancelled in the Securities Section and in the Special Section of the Registro
Nacional de Valores e Intermediarios of the Comision Nacional Bancaria y de
Valores (National Registry of Securities and of Intermediaries of the National
Commission of Banks and of Securities)."

"5. It is to be authorized and the Secretary of the Board of Directors of the
Company is authorized when the merger is effective to carry out the
transactions, notices and steps necessary to inform both the Securities and
Exchange Commission and The Bank of New York the re-structure and exchange of
the issued securities."

"6. The Secretary of the Company is instructed to carry out the corresponding
entries in the Shareholders Registry Book once the merger is effective in order
to reflect the change in the number and characteristics of the representative
shares of the Company agreed according to the resolution above."

VI. Discussion and, as the case may be, approval to carry out the exchange of
shares of the Company as a consequence of the merger.

About the sixth item on the Agenda, the Chairman explained the shareholders that
regarding the resolutions adopted above and since Grupo Elektra, S.A. de C.V. is
merged in Grupo SYR, S.A. de C.V., and the first one is extinguished, correspond
to the shareholders of Grupo Elektra, S.A. de C.V., the new securities issued by
Grupo SYR, S.A. de C.V., now new Grupo Elektra.

The Chairman informed the shareholders that due to the share re-classification
approved above, the shareholders of Grupo SYR, S.A. de C.V. must exchange their
Series "B" shares, Classes I and II for new Series "B" shares, taking into
account that the numbers established in this Meeting are dated as of June 30,
2000 and that at the moment the merger is effective, such figures may be
changed.

After discussion, the shareholders unanimously approved the following.

                                   RESOLUTIONS

"1. In virtue of the resolutions taken above, the shareholders of Grupo Elektra,
S.A. de C.V. shall receive per each security issued by Grupo Elektra, S.A. de
C.V. a new security issued by Grupo SYR, S.A. de C.V., today new Grupo Elektra,
of the same type and class."

"2. Due to the resolutions taken above, the shareholders of Grupo SYR, S.A. de
C.V. that were not shareholders of Grupo Elektra, S.A. de C.V. will exchange
their Series "B", Classes I and II shares per one new Series "B" shares of the
same type and class issued by Grupo SYR, S.A. de C.V., today new Grupo Elektra."

"3. It is to be authorized and the Secretary of the Board of Directors of the
Company is authorized to carry out the necessary transactions and steps to
inform the Comision Bancaria y de Valores, the Bolsa Mexicana de Valores, S.A.
de C.V. and SD Indeval, S.A. de C.V. of the exchange of shares of the Company
approved according to resolutions 1 and 2 above.

"4. It is to be authorized and the Secretary of the Board of Directors of the
Company is authorized, when the merger is effective, to carry out the necessary
transactions, notices and steps to inform both the Securities and Exchange
Commission and The Bank of New York of the exchange of the issued shares."

"5. The Secretary of the Company is instructed to carry out the corresponding
entries in the Shareholders Registry Book of the Company once the merger is
effective reflecting the exchange in the number and characteristics of the
representative shares of the Company agreed according to the above resolution."

"6. The Secretary of the Company is instructed to publish a notice informing the
shareholders of the Company about the exchange of shares approved according to
the first resolution in order to proceed with the exchange of final certificates
representing the capital of the Company."

"7. It is taking into consideration that the figures established in this Meeting
are dated as of June 30, 2000 and that at the moment the merger is effective and
the exchange agreed in this item is carried out, such figures may have
changes."

VII. Discussion, ratification and, as the case may be, designation of the new
members of the Board of Directors and Examiners of the Company, as well as the
approval of their remuneration.

Regarding the seventh item on the Agenda, the Chairman proposes the shareholders
that once the merger is effective, Messrs. Ricardo Benjamin Salinas Pliego, Hugo
Salinas Price, Pedro Padilla Longoria, Elisa Salinas Gomez, Guillermo Salinas
Pliego, David Williams, Carlos Fernandez Gonzalez, Roberto Bowman and Roberto
Servitje Achutegui are designated, respectively, as President, Honorary
President, Vice-president, Director, Director, Director, Director, Director,
Series "L" Director of the Board of Directors, as well as Messrs. Javier Soni
Ocampo and Ricardo Martinez Cruz, as Examiner of the Company and Secretary of
the Board of Directors non member, respectively, as well as the members of the
Committees of the Company.

After discussion, the shareholders unanimously adopted the following:

                                   RESOLUTIONS

"1. Messrs. Ricardo Benjamin Salinas Pliego, Hugo Salinas Price, Pedro Padilla
Longoria, Elisa Salinas Gomez, Guillermo Salinas Pliego, David Williams, Carlos
Fernandez Gonzalez, Roberto Bowman and Roberto Servitje Achutegui are
designated, respectively, as President, Honorary President, Vice-president,
Director, Director, Director, Director, Director, Series "L" Director of the
Board of Directors of Grupo Elektra, S.A. de C.V., respectively, who may remain
in their duties until their successors take office."

"2. Messrs. Javier Soni Ocampo is designated as Proprietary Examiner and Manuel
Cueto Vega as Alternate Examiner of Grupo Elektra, S.A. de C.V. who may remain
in their duties until their successors take office."

"3. Mr. Ricardo Martinez Cruz is designated as Secretary (non member) of the
Board of Directors of the Company."

"4. Messrs. Dave Williams (President), Roberto Servitje Achutegui and Pedro
Padilla Longoria as members of the Operations Committee with Related Parties of
Grupo Elektra, S.A. de C.V., who may remain in their charges until their
successors take office."

"5. Messrs. Robert Bowman (President), Carlos Fernandez Gonzalez, Guillermina
Salinas Pliego and Alvaro Rodriguez Arregui (non member) as members of the
Committee of investments project of Grupo Elektra, S.A. de C.V., who may remain
in their duties until their successors take office."

"6. Messrs. Roberto Servitje Achutegui (President), Dave Williams and Pedro
Padilla Longoria as members of the Compensation Committee of Grupo Elektra, S.A.
de C.V., who may remain in their duties until their successors take office."

"7. Messrs. Carlos Fernandez Gonzalez (President), Robert Bowman, Guillermo
Salinas Pliego and Javier Soni Ocampo (non member) as members of the Auditory
Committee of Grupo Elektra, S.A. de C.V., who may remain in their duties until
their successors take office."

"8. The designations approved according to resolutions 1, 2, 3, 4, 5 and 6
above, will be simultaneously in force at the moment the merger is effective,
remaining as follows:


<PAGE>


                               BOARD OF DIRECTORS

MEMBER                                      TITLE

Ricardo B. Salinas Pliego                   President
Hugo Salinas Price                          Honorary President
Pedro Padilla Longoria                      Vice-president
Elisa Salinas Gomez                         Director
Guillermo Salinas Pliego                    Director
David Williams                              Director
Carlos Fernandez Gonzalez                   Director
Roberto Bowman                              Director
Roberto Servitje AchuteguI                  Series "L" Director
Ricardo Martinez Cruz                       Secretary non member.

                                    EXAMINERS

PROPRIETARY                                 ALTERNATE

Javier Soni Ocampo                          Manuel Cueto Vega

                  OPERATIONS COMMITTEE WITH THE RELATED PARTIES

David Williams (President)
Roberto Servitje Achutegui
Pedro Padilla Longoria

                          INVESTMENTS PROJECT COMMITTEE

Roberto Bowman (President)
Carlos Fernandez Gonzalez
Guillermo Salinas Pliego
Alvaro Rodriguez Arregui

                             COMPENSATION COMMITTEE

Roberto Servitje Achutegui (President)
David Williams
Pedro Padilla Longoria


<PAGE>




                               AUDITORY COMMITTEE

Carlos Fernandez Gonzalez (President)
Robert Bowman
Guillermo Salinas Pliego
Javier Soni Ocarnpo (non member).

"8. It is to be authorized and the remuneration of the Board of Directors
members of the Company is authorized to be equal to the ones they perceive as
members of the Board of Directors of the merged company, Grupo Elektra, S.A. de
C.V."

VIII. Designation of special delegates of the meeting to go before notary public
of its election to record officially the Minutes and to register, as the case
may be, before the public registry of property and of commerce, the resolutions
of the meeting, as well as to execute any other transaction related with the
meeting.

Regarding the sixth and last item on the Agenda, the Meeting, unanimously took
the following:

                                   RESOLUTION

"1. Messrs. Alvaro Rodriguez Arregui, Jose Luis Riera Kinkel, Ricardo Martinez
Cruz, Marco Polo Castro Perez, Rebeca Nicholson Castro, Miguel Irurita Tomasena,
Santiago Sepulveda Iturbe, Rodrigo Gaytan Huerta, Pedro Resendez Bocanegra,
Carlos Zamarron Ontiveros, as well as Miss Sara Soriano de Teresa are
designated, so that indistinctly, jointly or separately, in the name and in
representation of the company and as special delegates to this meeting: a)
publish in the Federal Official Gazette the merger resolution taken in this
meeting and the Balance Sheet of the company as of June 30, 2000; b) record
officially in the same instrument the merger resolution, before Notary Public of
their election; c) carry out the related transactions in order to register the
corresponding testimony of the Public Registry of Commerce of the Federal
District; d) to carry out all the necessary transactions before the Comision
Nacional Bancaria y de Valores, Bolsa Mexicana de Valores, S.A. de C.V.,
Indeval, S.A. de C.V., Institucion de Deposito de Valores, to record officially
and comply with the resolutions adopted by this meeting, and e) in general, to
take all the measures and to sign all the necessary documents to record
officially and comply with all the resolutions adopted by this meeting."

There being no further business to discuss, the Meeting was adjourned and these
Minutes were prepared as a record thereof and once read, they were approved and
signed by the Chairman and the Secretary and all those persons interested to
sign it.

A signature. Miguel Irurita Tomasena. Chairman. A signature. Ricardo Martinez
Cruz. Secretary."

                                 ATTENDANCE LIST

                            "GRUPO SYR, S.A. de C.V.
                   GENERAL EXTRAORDINARY SHAREHOLDERS MEETING.
                                AUGUST 28, 2000.
     SHAREHOLDER/
INTERMEDIARY/ INSTITUTION               SHARES               SIGNATURE



CITIBANK MEXICO, S.A.
GRUPO FINANCIERO
CITIBANK
Jeronimo del Villar Zamacona
and/or
Cesar Alvarez Flores and/or                 709,797            One signature.
Samantha Barquera
Betancourt

CASA DE BOLSA
BA NCOMER,
S.A. DE C.V.
GRUPO FINANCIERO
Raul Rendon Trejo and/or
Pablo Ruiz Larraguivel and/or                9,500
Elizabeth Barrera Aguilar
and/or
Esther Velasco Cordova and/or
Carlos Samano Caballero


CASA DE BOLSA BBV-
PROBURSA, S.A. DE C.V.                      33,992
GRUPO FINANCIERO
Gabriela Trigueros Madariaga

ACCIONES Y VALORES DE
MEXICO, S.A. DE C.V.                        899,010            One signature.
CASA DE BOLSA
FINANCIERO BANAMEX-
ACCIVAL
Alejandro Rocha Garza



ACCIONES Y VALORES DE
MEXICO, S.A. DE C.V.
CASA DE BOLSA
FINANCIERO BANAMEX
ACCIVAL
Cecilia del Castillo and/or
Luis Vallarino and/or
Francisco Romano                              405

BANCO NACIONAL DE
MEXICO, S.A.
INSTITUCION DE BANCA
MULTIPLE
GRUPO FINANCIERO
BANAMEX-
ACCIVAL
Cecilia del Castillo and/or                 199,558
Luis Vallarino and/or
Francisco Romano

BANCOMER, S.A.
INSTITUCION DE BANCA
MULTIPLE

GRUPO FINANCIERO
Raul Rendon Trejo and/or
Pablo Ruiz Larraguivel and/or
Elizabeth Barrera Aguilar                    8,354
and/or
Esther Velasco Cordova and/or
Carlos Samano Caballero

GBM GRUPO BURSATIL
MEXICANO, S.A. DE C.V.
CASA DE BOLSA                               147,582
Inigo Gonzalez de Cosio
and/or
Alberto Rodriguez Govela
and/or
Moises Carlin Gomez

GRUPO ELEKTRA, S.A. de
C.V.                                   4,262,881,635         One signature.
Ricardo Martinez Cruz and/or
Rebeca Nicholson Castro
and/or
Marco Polo Castro Perez
and/or
Jose Antonio Rodriguez
Romero


Examiner: A signature. Javier Soni Ocampo, Public Accountant: Teller. REBECA
NICHOLSON CASTRO. A signature. Name. Teller. A signature. Name: MARCO POLO
CASTRO PEREZ.

UNDER PROTEST. The appearing person declares under protest of telling the truth
that the Minutes that in this act are officially recorded and the signatures
that appear in the same are authentic and the subscribed Notary certifies that
there is no evidence of misrepresentation of the Minutes that are officially
recorded.

TAX IDENTIFICATION CARDS. The Notary evidence for in terms of article twenty
seven, paragraph eighth of the Federal Tax Code, it is attached hereto as
Exhibit "C", a copy of the tax identification cards of each one of the
Companies.

CALLS. The appearing persons exhibit me the calls published in the newspapers
"El Universal" and "Excelsior", both dated on August eleven, 2000, compared
copies are attached hereto under letter "D".

MERGER NOTICE AND BALANCES. At the bottom of this deed, I take note of the
complementary publications of the notices of merger and of the balance sheets, a
copy of the same are attached hereto under letter "E".

Third.  PERMIT OF THE MINISTRY OF FOREIGN RELATIONS.
-----   -------------------------------------------

In order to carry out the amendment of "GRUPO SYR, SOCIEDAD ANONIMA DE CAPITAL
VARIABLE", it applied for and obtained from the Ministry of Foreign Relations,
the corresponding permit, that is officially recorded and attached hereto under
letter "F", I, totally transcribe such permit as follows:

"In the superior left margin: A seal with the National Emblem that says:
MINISTRY OF FOREIGN RELATIONS. MEXICO. At the superior right margin. PERMIT.
09045581.FILE. 6800211211. FOLIO. 27800. At the center: Regarding the
application filed by RICARDO GONZALEZ CAMARGO, on behalf of GRUPO SYR, S.A. DE
 .C.V. This Ministry issues the permit to change the name OF: GRUPO SYR, S.A. DE
C.V. TO: GRUPO ELEKTRA, S.A. DE C.V. Having being granted the permit to the
applicant to amend its By-laws in the terms specified above, according to what
it is established in articles 16 of the Foreign Investments Law and 15 of the
Regulation of the Foreign Investments Law and of the National Registry of
Foreign Investments. The interested party must give notice of the use of this
permit to the Ministry of Foreign Relations within the following six months as
of the date of its issuance, according to what it is set forth in article 18 of
the Regulation of the Foreign Investments Law and of the National Registry of
Foreign Investments. The above is informed based in Articles 27, Section I of
the Political Constitution of the United States of Mexico; 28, Fraction V of the
Organic Law of the Federal Public Administration; 16 of the Foreign Investments
Law and 15 and 18 of the Regulation of the Foreign Investments Law and of the
National Registry of Foreign Investments. This permit will be ineffective if
within ninety days counted as of the date of its issuance, the interested
parties do not go before a notary public to officially record the corresponding
amendment of the By-laws of the company, according to what it is established in
article 17 of the Regulation of the Foreign Investments Law and of the National
Registry of Foreign Investments; likewise it is granted without prejudice to
what it is set forth in article 91 of the Industrial Property Law. TLATELOLCO,
F.D., September 14, 2000. EFFECTIVE SUFFRAGE NON REELECTION. Other seal with the
National Emblem that says: UNITED STATES OF MEXICO. MINISTRY OF FOREIGN
RELATIONS. GENERAL DIRECTION OF LEGAL MATTERS. THE DIRECTOR OF PERMITS ARTICLE
27 CONST. A signature. JOSE FRANCISCO CAMPOS GARCIA ZEPEDA.

IN VIRTUE OF THE FOREGOING, are granted the following:

                                    CLAUSES:

FIRST. It is officially recorded the General Extraordinary Shareholders Minutes
of the company named "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held
on August twenty eight, 2000, and that has been transcribed in antecedent first
paragraph XVI of the introduction of this instrument.

SECOND. it is officially recorded the General Extraordinary Shareholders Meeting
of the company named "GRUPO SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held on
August twenty eight of the year two thousand, and that is transcribed in
antecedent second, paragraph XII of the introduction of this instrument.

THIRD. It is officially recorded for all legal effects the MERGER COVENANT
approved by the general extraordinary shareholders meetings of the companies
named "GRUPO SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE as merging company that
subsists, and "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE as merged
company that extinguishes, and that it is transcribed in each one of the Minutes
officially recorded and that it is considered that are totally reproduced herein
as if they were transcribed again.

FOURTH. As a consequence, Ricardo Martinez Cruz, in its character of Special
Delegate of the Meetings whose Minutes have been officially recorded according
to the clause above, FORMALIZES:

1. The RE-CLASSIFICATION, RETIREMENT AND CANCELLATION of 756,891,295 outstanding
shares of Grupo SYR, S.A. de C.V. to be integrated by 3,511,597,705 shares from
which: (i) 82,267,933 are Series "B", Class I, non par value common registered
shares representing the minimum fixed capital stock of the company; and (ii)
3,429,329,772 are Series "B", Class II, common, registered, non par value shares
representing the variable capital stock of the company, and that are transcribed
in antecedent second, paragraph XII of the introduction of this instrument,
which are considered totally reproduced herein as if they transcribed again.

2. The MERGER of the companies: "GRUPO SYR", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE, as Merging company that therefore subsists, and "GRUPO ELEKTRA",
SOCIEDAD ANONIMA DE CAPITAL VARIABLE, as Merged company that therefore
extinguishes, in the way, terms and conditions agreed in the Merger Covenant
that is transcribed in antecedent first, paragraph XVI and second paragraph XII
of this instrument.

3. THE CHANGE OF NAME of the Merging company from "GRUPO SYR", SOCIEDAD ANONIMA
DE CAPITAL VARIABLE to "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE.

4. The TOTAL AMENDMENT OF THE BY-LAWS of the Merging company, actually
designated as "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIBLE, in the terms
that are evidenced in the Minutes that are officially recorded by this
instrument, and that are transcribed in antecedent second paragraph XII of this
instrument. By-laws that are considered as totally reproduced as if they are
inserted herein.

5. The SHARE RE-STRUCTURE of the Merging that is named "GRUPO ELEKTRA", SOCIEDAD
ANONIMA DE CAPITAL VARIABLE, in the way and terms evidenced in the corresponding
Minutes that are officially recorded.

6. The resolution taken for the EXCHANGE OF SHARES that will be carried out for
the shareholders of the merged company "Grupo Elektra", Sociedad Anonima de
Capital Variable, since for each security issued by Grupo Elektra, Sociedad
Anonima de Capital Variable the shareholders shall receive a new security, of
the same type and class, issued by "Grupo SYR", S.A. de C.V., that will be named
as "Grupo Elektra."

7. The DESIGNATION of the following persons, as new members of the BOARD OF
DIRECTORS of the Merging company that is named "GRUPO ELEKTRA", SOCIEDAD ANONIMA
DE CAPITAL VARIABLE.

                               BOARD OF DIRECTORS

MEMBER                                                 TITLE
Ricardo B. Salinas Pliego                              President
Hugo Salinas Price                                     Honorary President
Pedro Padilla Longoria                                 Vice-president
Elisa Salinas Gomez                                    Director
Guillermo Salinas Pliego                               Director
David Williams                                         Director
Carlos Fernandez Gonzalez                              Director
Roberto Bowman                                         Director
Roberto Servitje AchuteguI                             Series "L" Director
Ricardo Martinez Cruz                                  Secretary non member.

                                    EXAMINERS

PROPRIETARY                                            ALTERNATE

Javier Soni Ocampo                                     Manuel Cueto Vega

                  OPERATIONS COMMITTEE WITH THE RELATED PARTIES

David Williams (President)
Roberto Servitje Achutegui
Pedro Padilla Longoria

                          INVESTMENTS PROJECT COMMITTEE

Roberto Bowman (President)
Carlos Fernandez Gonzalez
Guillermo Salinas Pliego
Alvaro Rodriguez Arregui

                             COMPENSATION COMMITTEE

Roberto Servitje Achutegui (President)
David Williams
Pedro Padilla Longoria

                               AUDITORY COMMITTEE

Carlos Fernandez Gonzalez (President)
Robert Bowman
Guillermo Salinas Pliego
Javier Soni Ocampo (non member).

and 8. All and each of the other agreements and resolutions taken by the
extraordinary shareholders meetings that have been transcribed in antecedent
first paragraph XVI and second paragraph XII, respectively, of the introduction
of this public instrument.

MISCELLANEOUS. The grantor stated under protest of telling the truth, that is:
Mexican by birth, born in this Capital, on October seven, nineteen hundred and
seventy, married, lawyer and with domicile in Avenida Insurgentes Sur number
three thousand five hundred and seventy nine, Colonia La Joya, Delegacion
Tlalpan, Zip Code four thousand, in this City.

1.       THE NOTARY, GIVE FAITH:
        -----------------------

I. That what it is related and inserted herein coincide with the originals of
reference, documents to which I have remitted myself;

II. That I make sure myself of the identity of the person appearing before me,
as determined in the Identification Card that it is attached hereto under letter
"G" and who under my judgement is legally capable;

III. That I told the appearing person the crimes in which such person may incur
while declaring with falsity before the Notary, as set forth in the Criminal
Code of the Federal District;

IV. That I told the appearing person that he has the right to read by himself
this instrument and that the Notary must give an explanation of this instrument
and that he has the right to get such explanation;

V. That this instrument was read to him, I identify myself as Notary and I
explained the appearing person about the value, consequences and legal reach of
its content and the appearing person stated his full understanding;

and VI. That the appearing person stated his conformity and sign this instrument
on September fourteen of the year two thousand, same date in which I authorize
it definitively. I give faith.

SIGNATURE OF RICARDO MARTINEZ CRUZ.  SIGNATURE OF THE NOTARY.  Seal to
authorize.

                                   INSERTION:

I, the Notary Public, complying with what it is set forth in ARTICLE TWO
THOUSAND FIVE HUNDRED AND FIFTY FOUR OF THE CIVIL CODE OF THE FEDERAL DISTRICT,
insert the text of such article:

"In all general powers of attorney for lawsuits and collections, it will be
sufficient to say that such powers of attorney are granted with all the general
and special faculties that may require an special clause according to law, to be
understood that they are conferred without limits.

In the general powers of attorney to administrate assets, it will be sufficient
to state that they are granted with such character so that the attorneys in fact
have all the administrative faculties.

In the general powers of attorney for dominion acts, it will be sufficient to be
granted with such character, so that the attorneys in fact have all the
faculties of owners regarding properties as well as to make all kind of
transactions in order to defend such properties.

When the powers of attorney are to be limited, in the three cases above
mentioned, the faculties of the attorneys in fact will establish the limitations
or that they are granted special powers of attorney.

The Notaries shall insert this article in the testimonies of the powers of
attorney that are granted."

THIS SECOND TESTIMONY WAS OBTAINED FROM THE OFFICIAL RECORDS, I HAVE IN MY
CHARGE. SUCH TESTIMONY WITH SEVENTY FIVE PAGES OF TEXT WILL BE GIVEN AS EVIDENCE
TO THE COMPANY THAT WILL BE NAMED "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE. IT WAS DULY COMPARED AND CORRECTED. I GIVE FAITH. MEXICO, SEPTEMBER
FOURTEEN OF THE YEAR TWO THOUSAND.

                                A seal that says:          An emblem that says:
SIGNATURE                       GERARDO CORREA ETCHEGARAY District Notaries
*ice                            NOTARY PUBLIC NUMBER 89
                                Mexico, F.D.