CORPORATE BYLAWS OF THE DIVESTED
                         ELEKTRA COMERCIAL, S.A. DE C.V.

                      NAME, PURPOSE, DOMICILE AND DURATION

Article First              The company is called "ELEKTRA COMERCIAL." This
                           name when used shall be followed by the words
                           "SOCIEDAD ANONIMA DE CAPITAL VARIABLE," or the
                           initials thereof, "S.A. de C.V."

Article Second             The purpose of the company is:

                           a) The purchase, sale, importation, exportation,
                           distribution and in general the execution of all
                           commercial acts related to clothing, accessories,
                           novelties, personal articles, gifts,
                           utensils, devices, radios, televisions, stoves,
                           refrigerators, furniture in general, decorative
                           articles and installations and other merchandise
                           appropriate to the business of stores and department
                           stores, whether manufactured in the country or
                           abroad.

                           b) The purchase, sale, importation, exportation and
                           in general the execution of all commercial acts
                           related to chattel, its parts, accessories, raw
                           materials, equipment and spare parts.

                           c) The purchase, sale, lease or use, under any legal
                           title, of chattel for the establishment of stores,
                           offices, warehouses, workshops and other facilities
                           required for the performance of the activities cited
                           in the preceding articles.

                           d) The purchase, sale or importation and the
                           operation, directly or through third parties, of the
                           automotive vehicles required for the transportation
                           in national territory or abroad of the merchandise it
                           sells.

                           e) To hold an interest in the share capital of other
                           companies whether commercial or civil, which have
                           activities similar, analogous or related to those
                           that it performs.

                           f) To take money in loan and to grant loans or
                           financing to companies or associations in which the
                           company is a partner or shareholder, to those which
                           are partners or shareholders in the company, as well
                           as any other natural or legal person with which it
                           has or comes to have direct or indirect commercial
                           ties through affiliated or subsidiary companies or
                           associations.

                           g) The company may not act as an intermediary in
                           credit or financial activities with the general
                           public, nor perform any activity reserved for credit,
                           banking or credit assistance companies or
                           institutions.

                           h) To surety or in any other manner guarantee
                           obligations belonging to the company or to third
                           parties, onerously or gratuitously, being able to
                           accept or establish real or personal guarantees.

                           i) To provide and receive all types of services to
                           or from third parties, such as, but not limited to,
                           management, financial or commercial consulting and
                           other areas of business related to their corporate
                           purpose.

                           j) Act as an agent, intermediary, broker, factor or
                           representative of all types of natural or legal
                           persons, including domestic or foreign, public or
                           private companies or associations.

                           k) To hold, acquire or exploit all types of
                           intellectual or industrial property rights, including
                           patents, trademarks, trade names and copyrights, and

                           l) In general, perform any act or enter into all
                           types of contracts which are required or convenient
                           for the achievement of the corporate objectives
                           described above.

Article Third              The company's domicile is Mexico City, Federal
                           District, and it is authorized to establish offices,
                           representative offices, agencies and branches in any
                           part of the Mexican Republic and abroad and to
                           indicate contractual domiciles in the legal acts and
                           operations it performs, without such meaning a change
                           of its corporate domicile.

Article Fourth             The duration of the company shall be through
                           January 1, 2100.

Article Fifth              The Company is of Mexican nationality, and its
                           foreign partners, present or future, agree pursuant
                           to the stipulations of Section I of Article 27 of the
                           General Constitution of the Republic to consider
                           themselves as nationals with respect to the
                           interests they acquire and therefore not to invoke
                           the protection of their governments with respect
                           thereto under penalty in case of breaching the
                           agreement of losing to the Nation's benefit such
                           assets and/or interests as they may have acquired in
                           virtue thereof.  Likewise, the shareholders shall
                           subject themselves to the stipulations of
                           the Foreign Investment Law and the Regulation of the
                           Foreign Investment Law and the National Registry of
                           Foreign Investment for the purposes of the
                           authorizations and operations which are required for
                           it objective.

                            SHARE CAPITAL AND SHARES

Article Sixth              The share capital is variable. The minimum
                           fixed capital without a right to be redeemed is the
                           amount of 72,000,000.00 (SEVENTY-TWO MILLION PESOS
                           AND 00/100 NATIONAL CURRENCY), represented by 1,000
                           (ONE THOUSAND) common registered Series "A" shares
                           without par value, fully subscribed and paid in.

                           The variable capital is susceptible to increases and
                           reductions by resolution of the Special Meeting of
                           Shareholders.

Article Seventh            The share capital is divided into common, ordinary
                           registered shares without par value.  Shares grant
                           equal rights and in General Meetings of Shareholders
                           each share shall represent one vote and its owner may
                           exercise the right to vote among the rights
                           which are granted to the respective series.  They
                           shall be represented by provisional certificates and
                           then by definitive securities and the latter shall
                           have coupons attached.

Article Eighth             The share securities shall contain the requirements
                           specified by Article One Hundred Twenty-Five of the
                           General Commercial Companies Law, in addition to the
                           clause related to foreigners which appears in these
                           bylaws and the content of the next Article.  They
                           shall be issued with the signature of two directors,
                           one of them the President, or by the Sole
                           Administrator, if appropriate, within a period which
                           shall not exceed one year.

Article Ninth              The company shall consider the owner of the shares to
                           be whoever appears as such in the shareholder
                           registry which the company shall keep.  At the
                           request of any interested party, the company shall
                           register in the aforementioned registry such
                           transactions as are effected.  For the transfer of
                           shares authorization from the managing body shall be
                           sufficient; the remaining shareholders have a period
                           of fifteen business days calculated from the
                           authorization to exercise or not their right of
                           preference in proportion to the number of shares
                           of which they are owners.

Article Tenth              The company's variable capital is susceptible
                           to increases and reductions without a need to modify
                           the corporate bylaws and with mere formalities
                           established in the respective chapter of the General
                           Commercial Companies Law.

                           All increases or reduction in the share capital shall
                           be recorded in the shareholder registry which the
                           company keeps in that regard.

                           A) Increase in Capital. An increase in the fixed or
                           variable capital may not be declared if all the
                           shares previously issued by the company are not
                           completely subscribed and paid in. When the share
                           capital is increased, shareholders have a
                           preferential right in proportion to the number of
                           shares to subscribe such as are issued.

                           B) Reduction in Capital. A reduction in the share
                           capital shall be effected by amortizing full shares
                           and by reimbursing shareholders. The designation of
                           the shares for the reduction shall be made by
                           agreement of unanimous shareholders or in the
                           absence thereof by drawing before a Notary Public.

Article Eleventh           If in the case cited in item B) of the preceding
                           article, once the designation of the shares has been
                           made, a notification shall be published in the
                           entity's official newspaper where the company has its
                           domicile, indicating that the amount of the
                           reimbursement will be made available to the
                           respective shareholders once the period cited in
                           Article 220 of the General Commercial Companies Law
                           has transpired, in the offices of the company without
                           accruing any interest whatsoever.

Article Twelfth            If there is a foreign interest in the company's share
                           capital, the following shall be observed:

                           The foreign investment may have an interest in any
                           proportion of the share capital without further
                           reservations, modalities or exceptions other than
                           those indicated in the Foreign Investment Law and in
                           the Regulation of the Foreign Investment and the
                           National Foreign Investment Registry Law.

                           The company shall ensure that its purpose in the
                           future does not include the activities reserved for
                           the State, which are contained in Article Fifth of
                           the Foreign Investment Law and the Regulation of the
                           Foreign Investment and National Foreign Investment
                           Registry Law, and it shall also ensure, if
                           appropriate, that the Mexican interest be increased,
                           including to one hundred percent, to respect the
                           minimum percentage thereof, in the cases contained in
                           the Foreign Investment Law and the aforementioned
                           Regulation.

                           Investments made by foreigners in the country as
                           immigrants is equivalent to Mexican investment except
                           for those reserved activities cited in the Foreign
                           Investment Law.

                           In any case, the shares into which the share capital
                           belonging to Mexican shareholders is divided shall
                           always be Series "A" or Mexican, while the shares
                           whose owners are of foreign nationality shall be
                           Series "B" or freely subscribed.

                                   MANAGEMENT

Article Thirteenth         The management of the company shall be
                           entrusted to a Sole Administrator or a Board of
                           Directors of more than five and fewer than thirteen
                           members, as determined by the Regular General Meeting
                           of Shareholders. The former or the latter need not be
                           shareholders. Directors shall be responsible for
                           representing the company and they shall have the
                           authorities granted to them by these bylaws and the
                           applicable laws.

Article Fourteenth         The Sole Administrator or such Directors
                           as the Meeting of Shareholders designates shall
                           remain in their positions permanently, until the new
                           designate or designates to replace them take
                           possession thereof.

Article Fifteenth          The Sole Administrator or the Board of
                           Directors, if appropriate, shall have the following
                           authorities:

                           I.       To perform all operations inherent to the
                                    company's purpose, except such as by
                                    Law or by these bylaws correspond only to
                                    the meetings of shareholders.

                           II.      Enter into, modify, novate and rescind all
                                    types of contracts and agreements and in
                                    general take all actions which are related
                                    directly or indirectly to the company's
                                    purposes. Contract loans related to
                                    financing and agriculture. Grant and sign
                                    credit instruments.

                           III.     Acquire such chattel and real property as
                                    permitted by law.

                           IV.      Trade and encumber with liens, mortgages or
                                    in another manner, the company's
                                    chattel and real property.

                           V.       Waive the company's personal or real rights
                                    or those of another nature.

                           VI.      Waive the jurisdiction of the company's
                                    domicile and subject it to another
                                    jurisdiction.

                           VII.     Name and remove factors, agents and
                                    employees of the company and establish
                                    their authorities, obligations and
                                    remunerations.

                           VIII.    Establish branches and agencies in any place
                                    in the Republic or abroad and close them.

                           IX.      Such others as correspond by Law or as per
                                    the bylaws.

                           X.       In general, and without prejudice to the
                                    preceding authorities, they shall be
                                    invested with the powers of attorney which
                                    are indicated below.

                                    A GENERAL POWER OF ATTORNEY FOR LITIGATION
                                    AND COLLECTIONS, with all the general and
                                    special authorities which require a special
                                    clause pursuant to the law, under the terms
                                    of the first paragraph of Article Two
                                    Thousand Five Hundred Fifty-Four of the
                                    Civil Code in effect for the Federal
                                    District and Article Two Thousand Five
                                    Hundred Eighty-Seven of the law itself and
                                    the corresponding articles of the Civil
                                    Codes of the places where this power of
                                    attorney is exercised.

                                    The attorney is authorized to make and
                                    answer petitions, and to perform the other
                                    actions cited in the second of the
                                    aforementioned precepts, having
                                    invested with the legal representation of
                                    the company and therefor authorized to
                                    appear before local and federal Boards of
                                    Conciliation and Arbitration and labor
                                    authorities, where they may enter into
                                    arbitration settlements, answer litigation,
                                    file motions, answer interrogatories, under
                                    the terms of Articles Seven Hundred
                                    Eighty-Six, Seven Hundred Eighty-Seven,
                                    Eight Hundred Seventy-Six, Eight Hundred
                                    Seventy-Seven, Eight Hundred Seventy-Eight
                                    and other related articles of the reformed
                                    Federal Labor Law, to make criminal
                                    complaints and accusations, abandon them,
                                    grant the appropriate pardon when
                                    appropriate, establish themselves as third
                                    parties with the Public Ministry and abandon
                                    defenses.

                                    GENERAL POWER OF ATTORNEY FOR ACTS OF
                                    MANAGEMENT, with all administrative
                                    authorities under the terms of the second
                                    paragraph of Article Two Thousand Five
                                    Hundred Fifty-Four of the Civil Code for the
                                    Federal District and the related articles of
                                    the Civil Codes of the places where this
                                    power of attorney is exercised.

                                    GENERAL POWER OF ATTORNEY FOR ACTS OF
                                    DOMINION, by which the agent shall have all
                                    the rights of an owner, both with respect to
                                    the constituent's assets and to take all
                                    types of actions in order to defend them,
                                    under the terms of the third paragraph of
                                    the aforementioned precept and its related
                                    precepts in the Civil Codes of the place
                                    where this power of attorney is exercised.

                                    POWER OF ATTORNEY TO SIGN AND TO EXECUTE ALL
                                    TYPES OF CREDIT INSTRUMENTS under the terms
                                    of Article Ninth of the General Credit
                                    Instruments and Transactions law and its
                                    related articles in the Body of Law of any
                                    other place.

                                    POWER OF ATTORNEY to grant guarantees.

                                    POWER OF ATTORNEY to grant general and
                                    special powers of attorney and to revoke
                                    them.

                           In any case the general meeting of shareholders may
                           restrict the authorities granted to the management
                           body.

Article Sixteenth          When the General Meeting decides that the
                           company will be managed by a Board of Directors, it
                           shall function as follows:

                           I.       It shall be composed of more than five and
                                    fewer than thirteen full directors.  the
                                    meeting of shareholders itself may also
                                    name an alternate director for each
                                    full director.

                           II.      Alternate directors shall take office when
                                    called by the Board, due to the temporary or
                                    permanent absence of the respective full
                                    directors.

                           III.     The board shall meet whenever necessary,
                                    provided that they are called by the
                                    President or by two directors by means of
                                    certified letter addressed to the domiciles
                                    of the other directors.

                           IV.      For the board to function legally at least
                                    half of its members must attend and its
                                    resolutions shall be valid when taken by a
                                    majority of those present. Minutes shall be
                                    prepared for each Board meeting which shall
                                    contain the resolutions approved, which
                                    shall be signed by the person who presided
                                    over the meeting and by the Secretary. For
                                    votes, the President of the Board of
                                    Directors shall have the tie-breaking vote
                                    in case of a tie.

                           V.       Such certified copies or extracts of the
                                    Board's minutes as must be issued for
                                    any reasons, shall be authorized by the
                                    Secretary.

                           VI.      The position of director is compatible
                                    with that of Manager.

                           VII.     Resolutions taken outside the board
                                    meetings, by unanimity of the members, shall
                                    for all legal effects have the same validity
                                    as if they had been adopted in a meeting of
                                    the board, provided that are confirmed in
                                    writing.

Article Seventeenth        The Sole Administrator and the Board of
                           Directors, as the case may be, may name a Manager
                           with such authorities as they deem appropriate. The
                           Manager is subject to the instructions given to him
                           by either the Sole Administrator or the Board of
                           Directors.

                                   SUPERVISION

Article Eighteenth         The General Meeting of Shareholders shall
                           name one or more full Shareholders Representatives
                           and it may also name one or more alternates. The
                           Shareholders Representatives may be shareholders or
                           persons outside the company and they shall have the
                           functions and responsibilities stipulated in Article
                           166 of the General Commercial Companies Law and
                           related laws.

                            MEETINGS OF SHAREHOLDERS

Article Nineteenth         The General Meeting of Shareholders is the
                           company's supreme body; it may agree and confirm all
                           actions and operations thereof, and its resolutions
                           shall be executed by such person as it designates or
                           in the absence of such designation, by the
                           administrator or the Board of Directors.

                           The General Meetings may be special or regular. Those
                           which treat matters which are not listed in Article
                           182 of the General Commercial Companies Law, but
                           obligatorily those listed in Article 181, shall be
                           regular.

                           The Regular Meeting shall meet at least once a year,
                           on the date established by the management body, but
                           always within the first four months subsequent to the
                           close of the preceding fiscal year.

Article Twentieth          The notification shall be made by the Sole
                           Administrator or by the President, the Secretary of
                           the Board of Directors or two of its members or the
                           Shareholders Representative, and it shall be
                           published in one of the wide circulation newspapers
                           of the company's domicile, at least fifteen days in
                           advance of the date the Meeting is to be held.
                           The notification shall contain the order of the day
                           and be signed by whoever makes it.

                           For a Regular Meeting to be deemed to have met
                           legally in virtue of the first notification, at least
                           half the share capital must be represented and
                           resolutions shall only be valid when taken by a
                           majority of the votes present. In Special Meetings,
                           under the first notification, at least three-fourths
                           of the share capital shall be represented and
                           resolution shall be taken by a vote of the shares
                           which represent half the share capital. If the
                           Meeting cannot be held on the day indicated, a second
                           notification shall be made stating this circumstance
                           and the meeting shall resolve on the matters of the
                           Order of the Day regardless of the number of shares
                           represented. In the case of Special Meetings,
                           decisions shall always be taken by a favorable vote
                           of the number of shares that represent at least half
                           the share capital.

Article Twenty-First      For shareholders to have a right to
                           attend the meetings, they shall present therein their
                           share certificates. They may also deposit them in the
                           Office of the Secretary of the Company or in a credit
                           institution in the Republic or abroad and in these
                           cases, instead of the share certificates they shall
                           present prior to the meeting the certificate issued
                           by the Office of the Secretary of the Company or by
                           the corresponding credit institution that proves the
                           deposit, which document shall contain the number of
                           shares of which they are owners.

Article Twenty-Second      Once a meeting has been convened
                           legally, if for lack of time it cannot resolve the
                           matters for which it was convened, it may adjourn the
                           meeting to continue it on another day or days,
                           without requirement of a new notification.

Article Twenty-Third       General Meetings shall be presided over
                           by the Sole Administrator or by the President of the
                           Board of Directors and the Secretary of the Board
                           itself shall act in that capacity. If the President
                           does not attend, the person elected by those
                           attending shall act as such. Likewise, the President
                           of the Meeting shall be elected when the
                           Administrator is absent and the Secretary when the
                           one of the Board is not present or there is no
                           Secretary. The President shall name two persons from
                           among those attending as inspectors.

Article Twenty-Fourth      Votes shall be viva voce unless any shareholder
                           requests that they be by roll call or by
                           ballot.

Article Twenty-Fifth       Those attending shall prepare minutes
                           for meetings which were not convened due to a lack of
                           quorum, which minutes shall be signed either by those
                           acting as President and Secretary of the Meeting or
                           the attendees thereat in the case of the absence of
                           the latter, as well as by such Shareholders
                           Representatives as attend.

Article Twenty-Sixth       Resolutions taken outside the meeting by
                           unanimity of shareholders who represent all shares
                           shall have, for all legal purposes, the same validity
                           as if they had been adopted by the shareholders
                           meeting in a General Meeting provided that are
                           confirmed in writing.

                       DISTRIBUTION OF PROFITS AND LOSSES

Article Twenty-Seventh     The fiscal year shall commence on January first and
                           shall end on December thirty-first.

Article Twenty-Eighth      Such profits as are obtained in each
                           fiscal year, pursuant to the financial statements,
                           shall be distributed in the following manner:

                           I.       Five percent shall be set aside to form and
                                    to reestablish, if appropriate, the reserve
                                    fund up to the amount of one-fifth of the
                                    share capital.

                           II.      Such amount as is designated by the meeting
                                    to compensate the Sole Administrator or the
                                    members of the Board of Directors, as the
                                    case may be, and the Shareholders
                                    Representative or Representatives, shall be
                                    set aside.

                           III.     Such amounts as the meeting decides to form
                                    provision funds shall be applied.

                           IV.      The remainder shall be distributed among
                                    shareholders in proportion to the
                                    amount of their shares shown.  Profits shall
                                    not be distributable until they are
                                    converted into cash or divisible in kind;
                                    in the meanwhile, they shall be applied to
                                    the profit distributable account.  No share
                                    whatsoever of the profits shall be granted
                                    to the founders, who only as shareholders
                                    shall have a right to receive dividends
                                    corresponding to such shares as they hold.
                                    In any case the stipulations of Article
                                    Nineteenth of the General Commercial
                                    Companies Law shall be followed.

Article Twenty-Ninth       Such losses as exist shall be distributed among
                           shareholders in the same manner and proportion
                           indicated for the distribution of profits
                           in the preceding article, with the limitation in
                           their favor in Article Eighty-Seven of the General
                           Commercial Companies Law.

                           DISSOLUTION AND LIQUIDATION

Article Thirtieth          The company shall be dissolved in advance if so
                           resolved by a special general meeting of
                           shareholders.

                           The Meeting which agrees or which recognizes the
                           dissolution of the company shall elect one or more
                           liquidators, who shall execute the liquidation
                           subject to the Law. They shall have such authorities
                           as these bylaws indicate for the management body.

Article Thirty-First       For all matters not stipulated in these
                           bylaws, the stipulations of the General Commercial
                           Companies Law shall be followed supplementarily.

                              TRANSITIONAL ARTICLES

FIRST             The 1,000 (ONE THOUSAND) shares which represent the company's
                  share capital are distributed in the following manner:

                  SHAREHOLDER                                          SHARES
                  -----------                                          ------
                  Grupo SYR, S.A. de C.V.                                 998
                  Ricardo Martinez Cruz                                     1
                  Colchones Coloso, S.A.                                    1
                                                                       --------
                  Total                                                 1,000

SECOND            The shareholders meeting in their first Consultative General
                  Meeting adopt the following

                                   RESOLUTIONS

         1.       The management of the company is entrusted to a Sole
                  Administrator, naming Mr. Francisco Eduardo Helguera Ramirez,
                  who prior to this date accepted the position to which he has
                  been named, it being agreed not to order any surety whatsoever
                  for him to guarantee the performance of his functions.

                  To exercise his functions, Mr. Francisco Javier Helguera
                  Ramirez has been granted the authorities contained in Article
                  Fifteenth of the Corporate Bylaws, except that of subscribing
                  and granting credit instruments, granting guarantees and acts
                  of dominion without authorization from the Meeting.

         2        Mr. Francisco Javier Soni Ocampo, C.P.A., is named as Full
                  Shareholders Representative of the company and Mr. Manuel
                  Cueto Vega, C.P.A., is named as Alternate Shareholders
                  Representative.

         3.       The following powers of attorney for ELEKTRA Comercial, S.A.,
                  de C.V., are granted.

                  A.       In favor of Mr. Ricardo Benjamin Salinas Pliego, a
                  general power of attorney for him to exercise the following
                  authorities:

                  a) A general power of attorney for litigation and collections
                  with all the general authorities and even with the special
                  ones which pursuant to the Law require a special clause under
                  the terms of the first paragraph of Article 2554 of the Civil
                  Code for the Federal District and the related articles of the
                  Civil Codes for the States of the Mexican Republic for which
                  reason he may, by way of example but not limited to, file and
                  abandon all types of procedures, including to abandon cases of
                  constitutional protection, to settle in arbitration, to
                  prepare interrogatories but not to answer them, to settle in
                  arbitration, to recuse, to make assignments of assets, to
                  receive payments and to file complaints and accusations in
                  criminal matters and to abandon the same when permitted by Law
                  and, in general, to represent the company before all types of
                  private parties and all types of administrative, judicial or
                  labor authorities, federal or local in nature, and before
                  federal and local Boards of Conciliation and Arbitration, and
                  other labor authorities;

                  b) A general power of attorney for acts of management under
                  the terms of the second paragraph of Article 2554 of the Civil
                  Code for the Federal District and its related articles of the
                  Civil Codes for the States of the Mexican Republic;

                  c) For acts of dominion under the terms of the third paragraph
                  of Article 2554 of the Civil Code for the Federal District and
                  its related articles of the Civil Codes for the States of the
                  Mexican Republic;

                  d) The following authorities and delegations are granted
                  to the agent in labor matters:

                  (i) Legal representation of the company pursuant to and for
                  the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
                  XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
                  873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
                  905 and subsequent and 926 and subsequent of the Federal Labor
                  law;

                  (ii) Employer representation of the Company, under the terms
                  of Article 11 of the Federal Labor Law, for the purposes of
                  any conflict which might be filed against the company;

                  (iii) A general power of attorney for collections and acts of
                  administration, with all the general authorities and even the
                  special ones which pursuant to the Law require a special power
                  of attorney or clause, under the terms of the first two
                  paragraphs of Article 2554 of the Civil Code for the Federal
                  District, including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles in the Civil Codes for the
                  other States of the Mexican Republic and in Articles 11, 689
                  to 693 of the Federal Labor Law;

                  (iv) The power of attorney granted, the legal representation
                  which is delegated, and the employer representation which is
                  granted by means of the present instrument shall be exercised
                  by the agent with the following authorities which are listed
                  by way of example and not as a limitation,, to act before the
                  union or unions with which there exist collective or
                  employment contracts and for all the purposes of individual or
                  collective conflicts; in general, for all employer / employee
                  conflicts, especially before the Department of Labor and
                  Social Security, its Offices, Departments, Officials and
                  Commissions in all matters related to training, safety and
                  hygiene and before the Mexican Institute of Social Security,
                  National Workers Housing Fund and National Workers Consumption
                  Fund, to exercise before any of the labor authorities cited in
                  the Federal Labor Law; he may also appear before Boards of
                  Conciliation and Arbitration, whether local or federal or
                  before Temporary or Permanent Boards; as a result, he shall
                  have employer representation of the Company for the purposes
                  of Article 11, 46, 47, 134 Section II and 692 and other
                  related articles of the Federal Labor Law and also for the
                  legal representation of the company for the purposes of
                  proving agency and capacity in court or outside; he may, as a
                  result, also appear to hear verbal testimony under the terms
                  of Articles 787 and 788 of the Federal Labor Law, with the
                  broadest authorities to prepare but not to answer
                  interrogatories, to give verbal evidence in all its parts; he
                  may also indicate a domicile to receive notifications, under
                  the terms of Article 866 of the Federal Labor law; he may
                  appear with all designated sufficient legal representation to
                  conciliation hearings for litigation, motions, the offering
                  and acceptance of evidence cited in Article 873 of the Federal
                  Labor Law in all its three phases, for conciliation,
                  litigation and motions, the offering and acceptance of
                  evidence, under the terms of Articles 875, 876 Sections I and
                  IV, 877, 878, 879, and 880 of the Federal Labor Law; he may
                  also attend hearings to give evidence, under the terms of the
                  terms of Articles 873 and 874 of the Federal Labor Law;
                  likewise, authorities are granted to the agent to propose
                  conciliation settlements, to enter into arbitration
                  settlements, to take all types of decisions, to negotiate and
                  to sign labor agreements; at the same time, he may act as the
                  company's representative in his capacity as labor
                  administrator with respect to and for all types of labor cases
                  or procedures which are prosecuted before any authorities of a
                  labor nature and exercise all types of actions, motions,
                  defenses and counterclaims and to agree to arbitration for
                  such purposes. The agent shall enjoy all the authorities of a
                  general agent for litigation and collections and acts of
                  management, under the terms of the first two paragraphs of
                  Article 2554 of the Civil Code for the Federal District
                  including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles of the Civil Codes for the
                  other states of the Mexican Republic in which the present
                  power of attorney is exercised, and may also file any appeal
                  or incidental procedure which is appropriate, as well as
                  filing a direct or indirect case of constitutional protection
                  and even to abandon them;

                  e) A power of attorney to grant, sign, endorse, guarantee and
                  in any other manner negotiate credit instruments, under the
                  terms of Article ninth of the General Credit Instruments and
                  Transactions Law;

                  f) Authority to open, operate and cancel accounts of all
                  types, in any financial institution, national or foreign, as
                  well as to make deposits and to draw against them and to
                  designate and cancel the designation of persons who draw
                  against the same;

                  g) Authority to replace and to grant general or special powers
                  of attorney within the limit of the aforementioned authorities
                  and to revoke such powers of attorney as he grants in exercise
                  of this authority.

                  B. A general power of attorney for acts of dominion under the
                  terms of the third paragraph of Article two thousand five
                  hundred forty-four of the Civil Code for the Federal District
                  and its related articles of the Civil Codes for the States of
                  the Mexican Republic, in favor of Messrs. Pedro Logona
                  Padilla, Ricardo Martinez Cruz, Arturo Ramos Ochoa, and
                  Filberto Jimenez Diaz, who, to exercise them, shall do so
                  jointly between two of them, with the understanding that thee
                  other agents may only exercise this authority when they
                  exercise it jointly with one of either Messrs. Pedro Padilla
                  Longona or Ricardo Martinez Cruz.

                  C. A general power of attorney for litigation and collections
                  with all the general authorities and even with the special
                  ones which, pursuant to the Law, require a special clause,
                  under the terms of paragraph one of Article 2554 of the Civil
                  Code for the Federal District and its related articles of the
                  Civil Codes for the States of the Mexican Republic, which is
                  granted to Messrs. Pedro Padilla Longona, Ricardo Martinez
                  Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis Jorge
                  Encharte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Regos, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel Roqueri,
                  which they may exercise individually. By way of example, but
                  not limited thereto, the agents are authorized to file and
                  abandon all types of procedures, including to abandon cases of
                  constitutional protection, to settle, to agree to arbitration,
                  to make and answer interrogatories, to agree to arbitration,
                  to recuse, to make assignments of assets, to receive payments
                  and to file complaints and accusations in criminal matters and
                  to abandon the same when permitted by Law and, in general, to
                  represent the company before all types of private parties and
                  all types of administrative, judicial or labor authorities,
                  federal or local in nature, and before federal and local
                  Boards of Conciliation and Arbitration, and other labor
                  authorities.

                  D. A general power of attorney for acts of management under
                  the terms of the second paragraph of Article 2554 of the Civil
                  Code for the Federal Districts and its related articles of the
                  Civil Codes for the States of the Mexican Republic, which is
                  granted in favor of Messrs. Pedro Padilla Longona, Ricardo
                  Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
                  Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Regis, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel
                  Roqueferi Relo, which they may exercise individually.

                  E. The following powers of attorney and authorities in labor
                  matters in favor of Messrs. Pedro Padilla Longona, Ricardo
                  Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
                  Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Ragis, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel Roquefi
                  Relo, who may exercise it individually.

                  (i) Legal representation of the company pursuant to and for
                  the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
                  XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
                  873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
                  905 and subsequent and 926 and subsequent of the Federal Labor
                  law;

                  (ii) Employer representation of the Company, under the terms
                  of Article 11 of the Federal Labor Law, for the purposes of
                  any conflict which might be filed against the company;

                  (iii) A general power of attorney for collections and acts of
                  administration, with all the general authorities and even the
                  special ones which pursuant to the Law require a special power
                  of attorney or clause, under the terms of the first two
                  paragraphs of Article 2554 of the Civil Code for the Federal
                  District, including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles in the Civil Codes for the
                  other States of the Mexican Republic and in Articles 11, 689
                  to 693 of the Federal Labor Law;

                  (iv) The powers of attorney granted, the legal representation
                  which is delegated, and the employer representation which is
                  granted by means of the present instrument shall be exercised
                  by the agents with the following authorities which are listed
                  by way of example and not as a limitation,, to act before the
                  union or unions with which there exist collective or
                  employment contracts and for all the purposes of individual or
                  collective conflicts; in general, for all employer / employee
                  conflicts, especially before the Department of Labor and
                  Social Security, its Offices, Departments, Officials and
                  Commissions in all matters related to training, safety and
                  hygiene and before the Mexican Institute of Social Security,
                  National Workers Housing Fund and National Workers Consumption
                  Fund, to exercise before any of the labor authorities cited in
                  the Federal Labor Law; they may also appear before Boards of
                  Conciliation and Arbitration, whether local or federal or
                  before Temporary or Permanent Boards; as a result, they shall
                  have employer representation of the Company for the purposes
                  of Article 11, 46, 47, 134 Section II and 692 and other
                  related articles of the Federal Labor Law and also for the
                  legal representation of the company for the purposes of
                  proving agency and capacity in court or outside; they may, as
                  a result, also appear to hear verbal testimony under the terms
                  of Articles 787 and 788 of the Federal Labor Law, with the
                  broadest authorities to prepare but not to answer
                  interrogatories, to give verbal evidence in all its parts;
                  they may also indicate a domicile to receive notifications,
                  under the terms of Article 866 of the Federal Labor law; they
                  may appear with all designated sufficient legal representation
                  to conciliation hearings for litigation, motions, the offering
                  and acceptance of evidence cited in Article 873 of the Federal
                  Labor Law in all its three phases, for conciliation,
                  litigation and motions, the offering and acceptance of
                  evidence, under the terms of Articles 875, 976 Sections I and
                  IV, 877, 878, 879, and 880 of the Federal Labor Law; they may
                  also attend hearings to give evidence, under the terms of the
                  terms of Articles 873 and 874 of the Federal Labor Law;
                  likewise, authorities are granted to the agents to propose
                  conciliation settlements, to enter into arbitration
                  settlements, to take all types of decisions, to negotiate and
                  to sign labor agreements; at the same time, they may act as
                  the company's representative in their capacity as labor
                  administrator with respect to and for all types of labor cases
                  or procedures which are prosecuted before any authorities of a
                  labor nature and exercise all types of actions, motions,
                  defenses and counterclaims and to agree to arbitration for
                  such purposes. The agents shall enjoy all the authorities of a
                  general agent for litigation and collections and acts of
                  management, under the terms of the first two paragraphs of
                  Article 2554 of the Civil Code for the Federal District
                  including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles of the Civil Codes for the
                  other states of the Mexican Republic in which the present
                  power of attorney is exercised, and may also file any appeal
                  or incidental procedure which is appropriate, as well as
                  filing a direct or indirect case of constitutional protection
                  and even to abandon them;

                  F. A power of attorney to grant, sign, endorse, guarantee and
                  in any other manner negotiate credit instruments, under the
                  terms of Article Ninth of the General Credit Instruments and
                  Transactions Law, in favor of Mr. Pedro Padilla Longona,
                  Ricardo Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez
                  Diaz, Luis Jorge Echarte Fernandez, Gustavo Vega Vazquez,
                  Pablo Prudencio Colado Casares, Javier Sarro Cortina, Jorge
                  Narvaez Mazzini, Mauro Aguirre Regis, Gonzalo Garcia de Luca
                  and Fernando Roberto Garcia Rochin, which authorities, to
                  exercise them, they must exercise jointly between any two of
                  them.

                  G. Authority to grant general or special powers of attorney
                  and to revoke those powers of attorney which they grant in the
                  exercise of this authority, which is granted to Messrs. Pedro
                  Padilla Longona, Ricardo Martinez Cruz, Filberto Jimenez Diaz,
                  Luis Jorge Echarte Fernandez, Pablo Prudencio Colado Casares,
                  and Javier Sarro Cortina, which authority they may exercise
                  individually or jointly pursuant to the authorities which have
                  been granted to them.

THIRD             The corporate fiscal year shall run from January first through
                  December thirty-first of each year, with the exception of the
                  first fiscal year which shall run from the date the present
                  document is signed until December thirty-first of nineteen
                  hundred ninety-nine.


<PAGE>

                                                                  June 21, 2000



     The undersigned does hereby represent and certify that the above Corporate
Bylaws of Elektra Comercial, S.A. de C.V. is a fair and accurate
representation of the original Estatutos Sociales de Elektra Comercial, S.A.
de C.V.



                                        Grupo Elektra, S.A. de C.V.


                                        By: /s/ Ricardo Martinez Cruz
                                            -------------------------

<PAGE>


                         ELEKTRA COMERCIAL, S.A. DE C.V.

                   GENERAL EXTRAORDINARY SHAREHOLDERS MEETING

                               DECEMBER 1st, 1999

         In the city of Mexico, Federal District, at 10:30 hours on December
1st, 1999, there assembled at the corporate domicile of Elektra Comercial, S.A.
de C.V., the shareholders of such company with the purpose of holding a General
Extraordinary Shareholders Meeting.

         Mr. Jaime Enrique Basurto Rosas presided over the meeting and Mr.
Ricardo Martinez Cruz acted as Secretary, both designated unanimously by the
persons present.

         The Chairman designated Messrs. Marco Polo Castro Perez and Lourdes
Cerda Suarez as Tellers for the Meeting who accept their appointment and in the
discharge of their duties prepare the List of Attendance that is attached
herein, showing that the total amount of shares in which is divided the capital
stock of the company are present or represented, as hereinafter is listed:

                                 ATTENDANCE LIST

Shareholder                                             Shares

Grupo SYR, S.A. de C.V.                                   998
Represented by Jaime E. Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3

Ricardo Martinez Cruz                                       1
Federal Registry of Taxpayers:
MACR-701007-IGA

Colchones Coloso, S.A. de C.V.                              1
Represented by Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6

Total.-                                                 1,000

         Whereas the entire capital stock of Elektra Comercial, S.A. de C.V. is
represented, the Chairman declared the Meeting duly convened without need of
prior publication of the respective call as set forth in article 188 of the
General Law of Commercial Companies. Thereupon, the Chairman read the following:

                                     AGENDA

         I.       Partial amendment of these By-Laws.

         II.      Submittal, discussion and, as the case may be, approval of the
               proposal to merge the Company, as well as the terms in which such
               merge will be formalized and general resolutions.

         III.     Designation of Special Delegates.

         POINT ONE. Pursuant to the first item on the Agenda, the Chairman
submitted into the consideration of the present shareholders, the project of
amendment of article second of the By-Laws, so that the Company is allowed to
bind itself on behalf of third parties, either individuals or juridical persons,
by adding this attribution to its corporate purpose.

         The shareholders discussed the previous proposition and the
shareholders unanimously took the following:

                                   RESOLUTIONS

         SOLE.- The amendment of article second of the By-Laws of the Company is
approved in order to remain as follows:

         ARTICLE SECOND.- The company shall have as purpose:

          (a)  To plan, design and carry out the construction of all type of
               real assets, buildings, housing, lots, settlements, condominiums;
               its demolition, restoration, modification, sales purchase, lease,
               commodation, and any other legal act over them.

          (b)  To render professional advisory services and the preparation of
               studies and projects in the different fields of engineering to
               all type of individuals, enterprises, industries, business and
               governmental entities, either municipal, state or federal;
               individuals or juridical persons, either nationals or from abroad
               that apply for them.

          (c)  Planning, construction, equipment, maintenance, supervision,
               demolition or professional disqualification of all kind of civil
               works such highways, bridges, roads, earthworks; electric
               facilities, hydraulic facilities, perforation of deep wells; the
               performance of analysis, auditing and environmental monitories.

          (d)  The design, fabrication, mounting, alienation, lease,
               commodation, supervision and maintenance of apparatus, machinery,
               metallic structures and equipment related with the purposes of
               the company.

          (e)  Sales purchase, fabrication, storage, transportation,
               distribution, import and export of all kind of construction
               materials and different equipment pertaining to the economic
               activity of the enterprise.

          (f)  Acquisition and alienation by any title of personal or real
               assets necessary for the compliance of its corporate purpose.

          (g)  Promotion of residences, buildings and housing of social interest
               or luxurious housing before national or foreign financial
               institutions, social security institutions, unions and other
               credit organizations.

          (h)  To apply, publish, register, franchise, transfer or license, and
               any other way to acquire and dispose of the rights of industrial
               property derived from trademarks, commercial notices and trade
               names, petite patents, inventions, designs and industrial secrets
               and other legal figures, as well as copyrights.

          (i)  To obtain all kind of authorizations and permits to carry out its
               corporate purpose from governmental ambits, that are dependent,
               connected or incidental related with its activity and permitted
               by law.

          (j)  To promote, constitute, exploit and to participate in the capital
               stock and patrimony of all kind of commercial companies, of
               services and of any other type.

          (k)  The execution of all the acts and to enter into covenants and
               agreements either civil, labor, administrative, mercantile or of
               any other nature, that directly or indirectly are related with
               the above purposes and that are consequence of the same, as well
               as the execution of all kind of commission acts and mercantile
               mediations needed for the purpose of the company; to hire all
               kind of services, to accept and confer commissions, options,
               preferences and concessions of all type of activities; to grant
               real guarantees, such as to assess, mortgage, pledge, secure,
               issue, endorse and subscribe any credit instruments, to issue
               obligations, accept drafts on behalf of the same company or of
               third parties, to acquire shares or interests of other mercantile
               and civil companies, and also regarding its purposes, to confer
               general or special powers of attorney with or without faculties
               of substitution and to revoke them.

          (l)  The realization and creation of publicity campaigns and
               promotions related with its corporate purpose.

          (m)  To grant surety, bonds and guarantees of any kind, either real or
               personal, regarding the obligations of the company or of third
               parties, individuals or juridical persons with which the company
               has business relations.

          (n)  Any other act that is necessary for the best attainment of its
               corporate goals.

         POINT TWO. Under the second item of the Agenda, the Chairman explained
the shareholders, the convenience of merging the Company, as merging company,
with Elektra, S.A. de C.V., as merged company, in the terms that were explained
in detail. Likewise, the covenant according to which the merger will be carried
out was submitted to the shareholders for their analysis and commentaries.
Finally, the Chairman distributed among the present shareholders the General
Balance of the company and the general balance of Elektra, S.A. de C.V., both as
of October 31st, 1999, which will be taken as basis in order to carry out the
merger in terms of the General Law of Commercial Companies.

         The Shareholders, after studying the documents above mentioned and
taking into consideration the merge basis, unanimously take the following:

                              R E S O L U T I O N S

          "1. It is approved the merger of Elektra Comercial, S.A. de C.V. with
Elektra, S.A. de C.V., where Elektra Comercial, S.A. de C.V. subsists as merging
company and Elektra, S.A. de C.V. disappears as merged company".

          "2. It is approved and ratified the Covenant of Merger between Elektra
Comercial, S.A. de C.V. and Elektra, S.A. de C.V., to be drafted in the
following terms:

                               COVENANT OF MERGER

          FIRST. The parties agree in merging Elektra Comercial, S.A. de C.V.
with Elektra, S.A. de C.V. in the terms and conditions of this Covenant, in the
intelligence that Elektra Comercial, S.A. de C.V. will subsist as merging
company and Elektra, S.A. de C.V. as merged company, will disappear.

          SECOND. The parties agree in taking into account the figures showed in
the general balances as of October 31, 1999, to carry out the merger referred to
in the above First Clause.

          THIRD. By virtue of the merger, in this act are transmitted to Elektra
Comercial, S.A. de C.V., universitas iuris, without reserve or restrictions the
total amount of assets, shares and rights and passives, obligations and
responsibilities of Elektra, S.A. de C.V. so that they may form part of the
assets and passives of Elektra Comercial, S.A. de C.V., with all the rights and
obligations inherent to the same, in the understanding that Elektra Comercial,
S.A. de C.V. acknowledge and take all the passives of Elektra, S.A. de C.V. in
the date of merger, by subrogating in all the rights and obligations that may
correspond to them before and after the formalization of this merger.

         FOURTH. The merger will be effective for the parties on December 8,
1999. The merger will be effective before third parties as of the date of
registration in the Public Registry of Commerce in Mexico, Federal District.

         "3. As a consequence of the merger approved in Resolution 1 above, the
capital stock of Elektra Comercial, S.A. de C.V. is increased in the amount of
$17,972,326.00 (seventeen million nine hundred and seventy two thousand three
hundred and twenty six pesos 00/100 currency of the United States of Mexico), to
remain into the amount of $89,972,326.00 (eighty nine million nine hundred and
seventy two thousand and three hundred and twenty six pesos 00/100 currency of
the United States of Mexico).

          "4. To represent the increase of the capital stock of the Company,
5000 (five thousand) common, registered non par value Series "B" shares
representative of the variable part of the capital stock are issued and will be
subscribed in the following manner by Grupo SYR, S.A. de C.V. and by Grupo
Empresarial Elektra, S.A. de C.V. to constitute the capital stock of Elektra
Comercial, S.A. de C.V., as follows:

Shareholder                         Series A         Series B          Total

Grupo SYR, S.A. de C.V.               998              2,940           3,938
Represented by Jaime E.
Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3

Ricardo Martinez Cruz                  1                                  1
Federal Registry of Taxpayers:
MACR-701007-IGA

Grupo Empresarial Elektra,            60                                60
S.A. de C.V.
Federal Registry of Taxpayers:
GEE-950111-AF3

Colchones Coloso, S.A. de C.V.         1                                 1
Represented by
Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6
Total.-                             1000                3000          4000

         "5. The new Final Titles or Provisional Certificates of shares will be
issued within the legal term to cover the 3000 (three thousand) common,
registered, non par value, Series "B" shares that represent the increase of the
capital stock in the variable part and they will be deposited in S.D. Indeval,
S.A. de C.V. It is pointed out that all the shares will have the same abstract
value, independently of the fixed of variable part of the capital stock that
they represent as established in article 112 of the General Law of Commercial
Companies".

         "6. According to what it is set forth in Article 223 of the General Law
of Commercial Companies, the merger resolution taken in this Meeting contained
in Resolution number 1 above, the General Balances of the Companies as of
October 31, 1999, as well as a summary of the principal merger resolutions will
be published in the Federal Official Gazette".

          POINT THREE. Dealing with the third point of the Agenda, the
Shareholders unanimously adopted the following:

                               R E S O L U T I O N

         Messrs. Jaime Enrique Basurto Rosas, Ricardo Martinez Cruz, Lourdes
Cerda Suarez, Marco Polo Castro Perez and Jesus Morales Aguilar, indistinctly,
were authorized so that, jointly or separately, in the name and on behalf of the
company and as special delegates of this meeting; a) make the publication in the
Federal Official Gazette of the merger resolution taken in this meeting and in
the General Balance of the company as of October 31, 1999, b) to record
officially in one instrument the merger resolution before the Notary Public of
their election; c) to carry out the necessary transactions and to register the
corresponding deed in the Public Registry of Commerce of the Federal District;
d) to comply with what it is set forth in chapter third of the Federal Law of
Economic Competency, regarding the notice of concentration, as the case may be,
and, in general, take all the measures and sign all the necessary documents to
formalize and to comply with the resolutions adopted by this Meeting, before
particulars and authorities.

         The Chairman asked the present shareholders if they have any other
matter to discuss. There being no further business to discuss, the Meeting was
adjourned and these Minutes were prepared as a record thereof and signed by the
Chairman and the Secretary of the Meeting.

         The Meeting was adjourned at 12:00 hours on December 1st, 1999.

         Jaime Enrique Basurto Rosas.- Chairman.- Signature.- Ricardo Martinez
Cruz.- Secretary.- Signature.- Marco Polo Castro Perez.- Teller.- Signature.-
Lourdes Cerda Suarez.- Teller.- Signature.

<PAGE>

                                                        June 21, 2000


     The undersigned does hereby represent and certify that the above Amendment
to the Corporate Bylaws of Elektra Comercial, S.A. de C.V. is a fair and
accurate representation of the original Reforma de Estatutos Sociales de
Elektra Comercial, S.A. de C.V.



                                        Grupo Elektra, S.A. de C.V.


                                        By: /s/ Ricardo Martinez Cruz
                                            -------------------------